Notice2022-20816
Self-Regulatory Organizations; Nasdaq MRX, LLC; Notice of Filing of Amendment No. 1 and Order Granting Accelerated Approval of a Proposed Rule Change, as Modified by Amendment No. 1, To Amend Its Rules Relating to Single-Leg and Complex Orders in Connection With a Technology Migration
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
September 27, 2022
Issuing agencies
Securities and Exchange Commission
Full Text
<html>
<head>
<title>Federal Register, Volume 87 Issue 186 (Tuesday, September 27, 2022)</title>
</head>
<body><pre>
[Federal Register Volume 87, Number 186 (Tuesday, September 27, 2022)]
[Notices]
[Pages 58571-58590]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2022-20816]
-----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
[Release No. 34-95854; File No. SR-MRX-2022-10]
Self-Regulatory Organizations; Nasdaq MRX, LLC; Notice of Filing
of Amendment No. 1 and Order Granting Accelerated Approval of a
Proposed Rule Change, as Modified by Amendment No. 1, To Amend Its
Rules Relating to Single-Leg and Complex Orders in Connection With a
Technology Migration
September 21, 2022.
I. Introduction
On July 25, 2022, Nasdaq MRX, LLC (``MRX'' or ``Exchange'') filed
with the Securities and Exchange Commission (``Commission''), pursuant
to Section 19(b)(1) of the Securities Exchange Act of 1934 (``Act'')
\1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to amend its
rules relating to single-leg and Complex Orders in connection with a
technology migration. The proposed rule change was published for
comment in the Federal Register on July 29, 2022.\3\ The Commission
received no comments regarding the proposal. On September 8, 2022,
pursuant to Section 19(b)(2) of the Act,\4\ the Commission extended the
time for Commission action on the proposal until October 27, 2022.\5\
On September 9, 2022, MRX filed Amendment No. 1 to the proposal, which
replaces and supersedes the original filing in its entirety.\6\ The
Commission is publishing this notice to solicit comment on Amendment
No. 1 to the proposed rule change from interested persons and is
approving the proposed rule change, as modified by Amendment No. 1, on
an accelerated basis.
---------------------------------------------------------------------------
\1\ 15 U.S.C. 78s(b)(1).
\2\ 17 CFR 240.19b-4.
\3\ See Securities Exchange Act Release No. 95363 (July 25,
2022), 87 FR 45814 (``Notice'').
\4\ 15 U.S.C. 78s(b)(2).
\5\ See Securities Exchange Act Release No. 95704 (September 8,
2022), 87 FR 56457 (September 14, 2022).
\6\ Amendment No. 1 modifies the original proposal to (1) amend
MRX Options 3, Sections 7, 11, 12, and 13 to add a paragraph at the
beginning of each of the rules indicating that certain orders that
require stock-tied functionality will be implemented at a later date
as part of the technology migration; (2) add references to the
``internal BBO'' to the Qualified Contingent Cross and Complex
Qualified Contingent Cross provisions in MRX Options 3, Sections
12(c) and (d), and to the proposed Complex Preferenced Order
provisions in MRX Options 3, Section 14(b)(19), to conform with the
concept of re-pricing at an ``internal BBO,'' as provided in MRX
Options 3, Section 5(c) and (d); (3) amend MRX Options 3, Section
13(d)(4) to replace an incorrect reference to the ``Crossing
Transaction'' with a reference to the ``exposure period;'' and (4)
replace references to File No. SR-MRX-2022-5P with references to
File No. SR-MRX-2022-16, to reflect the immediate effectiveness of
File No. SR-MRX-2022-16. See Securities Exchange Act Release No.
95807 (September 16, 2022) (File No. SR-MRX-2022-16) (Notice of
Filing and Immediate Effectiveness of Proposed Rule Change to Amend
Certain Rules in Connection With a Technology Migration to Enhanced
Nasdaq Functionality) (``SR-MRX-2022-16''). Amendment No. 1 is
available at <a href="https://www.sec.gov/comments/sr-mrx-2022-10/srmrx202210-20138852-308557.pdf">https://www.sec.gov/comments/sr-mrx-2022-10/srmrx202210-20138852-308557.pdf</a>.
---------------------------------------------------------------------------
II. Description of the Proposed Rule Change, as Modified by Amendment
No. 1
1. Purpose
In connection with a technology migration to an enhanced Nasdaq,
Inc. (``Nasdaq'') functionality which will result in higher
performance, scalability, and more robust architecture, the Exchange
intends to adopt certain trading functionality currently utilized at
Nasdaq affiliate exchanges. Also, the Exchange intends to remove
certain functionality. Specifically, the following sections would be
amended: Options 3, Section 7, Types of Orders and Order and Quote
Protocols, Options 3, Section 10, Priority of Quotes and Orders;
Options 3, Section 11, Auction Mechanisms; Options 3, Section 12,
Crossing Orders, Options 3, Section 13, Price Improvement Mechanisms
for Crossing Transactions; Options 3, Section 14, Complex Orders; and
Options 3, Section 16, Complex Risk Protections. Each change will be
described below.
Legging Order
The Exchange proposes to amend Options 3, Section 7(k)(1) to add a
provision which states that a Legging Order \7\ will not be generated
during a Posting Period, as described in detail below, in progress on
the same side in the series pursuant to Options 3, Section 15 regarding
Acceptable Trade Range (``ATR''). A Legging Order would not be
generated because it would no longer be at the Exchange's displayed
best bid or offer, therefore, generating a Legging Order during a
Posting Period in progress, on the same side in the series, would lead
to its immediate removal, making it superfluous to have been generated.
---------------------------------------------------------------------------
\7\ A Legging Order is a limit order on the regular limit order
book that represents one side of a Complex Options Order that is to
buy or sell an equal quantity of two options series resting on the
Exchange's Complex Order Book. See Options 3, Section 7(k).
---------------------------------------------------------------------------
ATR is a risk protection, that sets dynamic boundaries within which
quotes and orders may trade.\8\ It is designed to guard the System \9\
from experiencing dramatic price swings by preventing the immediate
execution of quotes and orders beyond the thresholds set by this risk
protection. The Exchange recently amended ATR to adopt an iterative
process wherein an order/quote that reaches its ATR boundary is paused
for a brief period of time to allow more liquidity to be collected,
before the order/quote is automatically re-priced and a new ATR is
calculated.\10\
---------------------------------------------------------------------------
\8\ See Options 3, Section 15(a)(2)(A).
\9\ The term ``System'' means the electronic system operated by
the Exchange that receives and disseminates quotes, executes orders
and reports transactions. See MRX Options 1, Section 1(a)(49).
\10\ See SR-MRX-2022-16. SR-MRX-2022-16 proposed an iterative
process for ATR wherein the Exchange will attempt to execute
interest that exceeds the outer limit of the ATR for a brief period
of time while that interest is automatically re-priced as described
herein. The Exchange also updated the reference price definition to
provide that upon receipt of a new order or quote, the reference
price will now be the better of the NBB or internal best bid for
sell orders/quotes and the better of the NBO or internal best offer
for buy orders/quotes or the last price at which the order/quote is
posted, whichever is higher for a buy order/quote or lower for a
sell order/quote. The additions of ``internal BBO'' were consistent
with the re-pricing of orders. SR-MRX-2022-16 is effective, but not
yet operative. SR-MRX-2022-16 would be implemented as part of the
same technology migration as the changes proposed herein.
---------------------------------------------------------------------------
Specifically, SR-MRX-2022-16 amended current Options 3, Section
15(a)(2)(A)(iii) to adopt an iterative process wherein an order or
quote reaches the outer limit of the ATR (``Threshold Price'') without
being fully executed, it will be posted at the Threshold Price for a
brief period, not to exceed one second (``Posting Period''), to allow
the market to refresh and determine whether or not more liquidity will
become available (on the Exchange or any other exchange if the order is
designated as routable) within the posted price of the order or quote
before moving on to a new Threshold Price. With this change, upon
posting, either the current Threshold Price of the order/quote or an
updated NBB for buy orders/quotes or the NBO for sell orders/quotes
(whichever is higher for a buy order/quote or lower for a sell order/
quote) would become the reference price for calculating a new ATR. If
the order/quote remains unexecuted after the Posting Period, a new ATR
will be calculated and the
[[Page 58572]]
order/quote will execute, route, or post up to the new Threshold Price.
This process will repeat until either (1) the order/quote is executed,
cancelled, or posted at its limit price or (2) the order/quote has been
subject to a configurable number of instances of the ATR as determined
by the Exchange (in which case it will be returned).
With this change, during the proposed Posting Period, an order
would be in flux and would potentially increase (decrease) past the
price of any Legging Order generated on the bid (offer) as the order
works its way through the order book. Legging Orders are removed from
the order book when they are no longer at the Exchange's displayed best
bid or offer and, therefore, generating a Legging Order during a
Posting Period in progress on the same side in the series would lead to
its immediate removal. Accordingly, in the current proposal, the
Exchange proposes to amend Options 3, Section 7(k)(1) to provide that a
Legging Order would not be created during the Posting Period in
progress on the same side in the series. By way of example, assume that
the ATR is set for $0.05, the MPV is $0.01 and the following quotations
are posted on MRX and away markets:
Away Exchange Quotes:
----------------------------------------------------------------------------------------------------------------
Exchange Bid size Bid price Offer price Offer size
----------------------------------------------------------------------------------------------------------------
ISE............................................. 10 0.75 $0.90 10
AMEX............................................ 10 0.75 0.92 10
PHLX............................................ 10 0.75 0.94 10
----------------------------------------------------------------------------------------------------------------
MRX Price Levels:
----------------------------------------------------------------------------------------------------------------
Exchange Bid size Bid price Offer price Offer size
----------------------------------------------------------------------------------------------------------------
MRX............................................. 10 $0.75 $0.90 10
MRX............................................. 10 0.75 0.95 10
MRX............................................. 10 0.75 1.00 10
MRX............................................. 10 0.75 1.05 10
----------------------------------------------------------------------------------------------------------------
MRX receives a routable order to buy 70 contracts at $1.10. The ATR
is $0.05 and the reference price is the National Best Offer--$0.90. The
ATR threshold is then $0.90 + $0.05 = $0.95 which is the Threshold
Price. The order is allowed to execute up to and including $0.95.
<bullet> 10 contracts will be executed at $0.90 against MRX
<bullet> 10 contracts will be executed at $0.90 against ISE
<bullet> 10 contracts will be executed at $0.92 against AMEX
<bullet> 10 contracts will be executed at $0.94 against PHLX
<bullet> 10 contracts will be executed at $0.95 against MRX
<bullet> Then, after executing at multiple price levels, the order is
posted at $0.95 for a brief period not to exceed one second (Posting
Period) to determine whether additional liquidity will become
available.
<bullet> During this pause, the MRX BBO for this option is 0.95 x 1.00
<bullet> Assume the leg above with the Posting Period in process is Leg
A of an A-B complex strategy
<bullet> Leg B has a BBO of 0.85 x 0.88
<bullet> Therefore, the cBBO \11\ of this A-B complex strategy is 0.07
x 0.15
---------------------------------------------------------------------------
\11\ The ``cBBO'' represents the net price of a complex strategy
comprised of the best bids and offers of the individual legs.
---------------------------------------------------------------------------
[cir] (Leg A Bid 0.95-Leg B Offer 0.88 = 0.07)
[cir] (Leg A Offer 1.00-Leg B Bid 0.85 = 0.15)
<bullet> Also during the pause, a Complex Options Order to buy A-B
arrives for net price of $0.11
<bullet> The Complex Options Order could generate a Legging Order at
$0.96 on the bid of Leg A, relying on the $0.85 bid to sell Leg B and
achieve a net price $0.11, however the Legging Order is not generated
because Leg A has an order on the bid side in an ATR Posting Period
which will continue to move through the order book, and would
ultimately lead to the immediate removal of the Legging Order once it
is no longer at the Exchange's displayed best bid.
<bullet> During the Posting Period, a new ATR Price of $1.00 is
determined (new reference price $0.95 + $0.05 = $1.00).
<bullet> If, during the Posting Period (brief pause not to exceed 1
second), no liquidity becomes available within the order's posted price
of $0.95, then at the conclusion of the Posting Period, the System will
execute 10 contracts at $1.00
<bullet> Then, after executing at multiple price levels, the order is
posted at $1.00 for a brief period not to exceed one second to
determine whether additional liquidity will become available.
<bullet> A new ATR Threshold Price of $1.05 is determined (new
reference price of $1.00 + $0.05 = $1.05).
<bullet> During this time the MRX BBO would be $1.00 x $1.05.
<bullet> If, during the brief pause not to exceed 1 second, no
liquidity becomes available within the order's posted price of $1.00,
the System will then execute 10 contracts at $1.05.
The Exchange believes from a System processing and user acceptance
standpoint, the best practice is to wait for the ATR Posting Period to
complete before attempting to generate a Legging Order on the same side
in the series, as the time required to complete the ATR Posting Period
is minimal. Nasdaq Phlx LLC's (``Phlx'') legging order rule in Options
3, Section 14(f)(iii)(C)(2) has the same restriction on generating
legging orders during the ATR Posting Period as proposed to be added to
MRX's Legging Order rule.\12\
---------------------------------------------------------------------------
\12\ Phlx Options 3, Section 14(f)(iii)(C)(2) provides that a
Legging Order will not be created, ``. . . (ii) if there is . . . a
Posting Period under Options 3, Section 15 regarding Acceptable
Trade Range on the same side in progress in the series . . .''.
---------------------------------------------------------------------------
Changes to the Single-Leg Price Improvement Mechanism for Crossing
Transactions
The Price Improvement Mechanism (``PIM'') is a process by which an
Electronic Access Member can provide price improvement opportunities
for a transaction wherein the Electronic Access Member seeks to
facilitate an order it represents as agent, and/or a transaction
wherein the Electronic Access Member solicited interest to execute
against an order it represents as agent (a ``Crossing Transaction'').
The Exchange provides a PIM for
[[Page 58573]]
single-leg \13\ orders and for Complex Orders \14\ and proposes to
amend both single-leg and Complex PIM rules. The Exchange proposes to
amend the single-leg PIM in Options 3, Section 13(d)(4) which currently
provides,
---------------------------------------------------------------------------
\13\ See MRX Options 3, Section 13(a)-(d).
\14\ See MRX Options 3, Section 13(e).
When a market order or marketable limit order on the opposite
side of the market from the Agency Order ends the exposure period,
it will participate in the execution of the Agency Order at the
price that is mid-way between the best counter-side interest and the
NBBO, so that both the market or marketable limit order and the
Agency Order receive price improvement. Transactions will be
rounded, when necessary, to the $.01 increment that favors the
---------------------------------------------------------------------------
Agency Order.
Today, unrelated interest in the form of a market order or marketable
limit order, on the opposite side of the market from an Agency
Order,\15\ may end an exposure period \16\ within a single-leg PIM and
participate in the execution of the Agency Order. The unrelated order
would participate at the price that is mid-way between the best
counter-side interest and the NBBO, so that both the market order or
marketable limit order and the Agency Order receive price improvement.
---------------------------------------------------------------------------
\15\ An Agency Order is the part of a Crossing Transaction that
an Electronic Access Member represents as agent. See MRX Options 3,
Section 13(b).
\16\ Upon entry of a Crossing Transaction into the PIM, a
broadcast message that includes the series, price and size of the
Agency Order, and whether it is to buy or sell, will be sent to all
Members. The Exchange designates a time of no less than 100
milliseconds and no more than 1 second for Members to indicate the
size and price at which they want to participate in the execution of
the Agency Order (``Improvement Orders''). During the exposure
period, Improvement Orders may not be canceled, but may be modified
to (i) increase the size at the same price, or (ii) improve the
price of the Improvement Order for any size up to the size of the
Agency Order. During the exposure period, responses (including the
Counter-Side Order, Improvement Orders, and any changes to either)
submitted by Members shall not be visible to other auction
participants. The exposure period will automatically terminate (i)
at the end of the time period designated by the Exchange pursuant to
Options 3, Section 13(c)(1) above, (ii) upon the receipt of a market
or marketable limit order on the Exchange in the same series, or
(iii) upon the receipt of a non-marketable limit order in the same
series on the same side of the market as the Agency Order that would
cause the price of the Crossing Transaction to be outside of the
best bid or offer on the Exchange. See MRX Options 3, Section 13(c).
---------------------------------------------------------------------------
First, the Exchange proposes to not permit unrelated marketable
interest on the opposite side of the market from the Agency Order,
which is received during a single-leg PIM, to early terminate a PIM.
The Exchange proposes to amend MRX Options 3, Section 13(d)(4) to
instead provide,
Unrelated market or marketable interest (against the MRX BBO) on
the opposite side of the market from the Agency Order received
during the exposure period will not cause the exposure period to end
early and will execute against interest outside of the Crossing
Transaction. If contracts remain from such unrelated order at the
time the auction exposure period ends, they will be considered for
participation in the order allocation process described in sub-
paragraph (3).\17\
---------------------------------------------------------------------------
\17\ Subparagraph (3) of Options 3, Section 13(d) describes the
manner in which a Counter-Side Order would be allocated. The Counter
Side Order is one part of a Crossing Transaction and represents the
full size of the Agency Order. The Counter-Side Order may represent
interest for the Member's own account, or interest the Member has
solicited from one or more other parties, or a combination of both.
See MRX Options 3, Section 13(b).
Today, Phlx \18\ and Nasdaq BX, Inc. (``BX'') \19\ similarly do not
permit unrelated interest on the opposite side of the market from the
Agency Order to early terminate their price improvement auctions. With
this proposed change, the single-leg PIM exposure period would continue
for the full period despite the receipt of unrelated marketable
interest on the opposite side of the market from the Agency Order.
Allowing the single-leg PIM to run its full course would provide an
opportunity for additional price improvement to the Crossing
Transaction. Further, the unrelated interest would participate in the
single-leg PIM allocation with any residual contracts remaining after
interacting with the order book pursuant to MRX Options 3, Section
13(d). The aforementioned residual contracts are contracts that remain
available for execution after the unrelated order on the opposite side
of market as the Agency Order, which was marketable with bids and
offers on the same side of the market as the Agency Order, executed
against bids and offers on the Exchange's order book.
---------------------------------------------------------------------------
\18\ Phlx Options 3, Section 13(b)(4) provides that an unrelated
market or marketable Limit Order (against the PBBO) on the opposite
side of the market from the PIXL Order received during the Auction
will not cause the Auction to end early and will execute against
interest outside of the Auction. See Securities Exchange Act
Releases No. 79835 (January 18, 2017), 82 FR 8445 (January 25, 2017)
(SR-Phlx-2016-119) (Order Granting Accelerated Approval of a
Proposed Rule Change, as Modified by Amendment No. 1 Thereto, To
Amend the PIXL Price Improvement Auction in Phlx Rule 1080(n) and To
Make Pilot Program Permanent) and 63027 (October 1, 2010), 75 FR
62160 (October 7, 2010) (SR-Phlx-2010-108) (``PIXL Approval
Order''). The Commission noted in SR-Phlx-2016-119 that, ``In
approving this feature on a pilot basis, the Commission found that
`allowing the PIXL auction to continue for the full auction period
despite receipt of unrelated orders outside the Auction would allow
the auction to run its full course and, in so doing, will provide a
full opportunity for price improvement to the PIXL Order. Further,
the unrelated order would be available to participate in the PIXL
order allocation.' The Exchange does not believe that this provision
has had a significant impact on either the unrelated order or the
PIXL Auction process, either for simple or Complex PIXL Orders. The
Exchange therefore has requested that the Commission approve this
aspect of the Pilot on a permanent basis for both simple and Complex
PIXL Orders.''
\19\ BX Options 3, Section 13(ii)(D) provides that unrelated
market or marketable interest (against the BX BBO) on the opposite
side of the market from the PRISM Order received during the Auction
will not cause the Auction to end early and will execute against
interest outside of the Auction.
---------------------------------------------------------------------------
Second, the Exchange also proposes to amend current MRX Options 3,
Section 13(c)(5) which states,
The exposure period will automatically terminate (i) at the end
of the time period designated by the Exchange pursuant to Options 3,
Section 13(c)(1) above, (ii) upon the receipt of a market or
marketable limit order on the Exchange in the same series, or (iii)
upon the receipt of a non-marketable limit order in the same series
on the same side of the market as the Agency Order that would cause
the price of the Crossing Transaction to be outside of the best bid
or offer on the Exchange.
Specifically, the Exchange proposes to remove ``(ii),'' which provides
the exposure period will automatically terminate ``. . . (ii) upon the
receipt of a market or marketable limit order on the Exchange in the
same series . . .''. The Exchange notes that this sentence applies to
the receipt of marketable orders both on the same side and opposite
side of the Agency order. As described above, the Exchange proposes to
not permit unrelated marketable interest on the opposite side of the
market from the Agency Order, which is received during a single-leg
PIM, to early terminate a PIM. Therefore, with respect to the opposite
side of the Agency Order, the termination of the auction will no longer
be possible with the proposed change to MRX Options 3, Section
13(d)(4). With respect to the same side of the Agency Order, today, an
unrelated market or marketable limit order in the same series on the
same side of the Agency Order would cause the PIM to early terminate as
well. At this time the Exchange proposes to not permit an unrelated
market or marketable limit order in the same series on the same side of
the Agency Order to cause the PIM to early terminate. This proposed
change will align the functionality of MRX's PIM to that of BX's PRISM
and Phlx's PIXL,\20\ which do not permit an unrelated market or
marketable limit order in the same series on the same side of the
Agency Order to cause the PRISM or PIXL to early terminate, unless the
BBO improves beyond the price of the Crossing Transaction on the same
side.
[[Page 58574]]
The Exchange notes that a market or marketable limit order in the same
series on the same side of the Agency Order cannot interact with a PIM
auction. The market or marketable limit order may interact with the
single-leg order book, and if there are residual contracts that remain
from the market or marketable limit order in the same series on the
same side of the Agency Order, they could rest on the order book and
improve the BBO beyond the price of the Crossing Transaction which
would cause early termination pursuant to proposed Options 3, Section
13(c)(5)(ii) as discussed below. In this instance, residual contracts
are contracts that remain available for execution after the unrelated
order on the same side of market as the Agency Order, which was
marketable with bids and offers on the opposite side of the market as
the Agency Order, executed against bids and offers on the Exchange's
order book. The Exchange believes that this outcome would allow for the
single-leg PIM exposure period to continue for the full period despite
the receipt of unrelated marketable interest on the same side of the
market from the Agency Order, provided residual interest does not go on
to rest on the order book, improving the BBO beyond the price of the
Crossing Transaction. Allowing the single-leg PIM to run its full
course (unless the BBO improves beyond the price of the Crossing
Transaction on the same side), rather than early terminate, would
provide an opportunity for price improvement to the Agency Order.
---------------------------------------------------------------------------
\20\ See Options 3, Section 13 of BX's PRISM Rules and Phlx's
PIXL Rules.
---------------------------------------------------------------------------
Third, the Exchange proposes to amend current MRX Options 3,
Section 13(c)(iii) to align the rule text more closely with language in
BX Options 3, Section 13(ii)(B)(2).\21\ Specifically, the Exchange
proposes to amend Options 3, Section 13(c)(5) to delete current ``iii''
and renumber as ``ii''. Proposed new Options 3, Section 13(c)(5)(ii)
would state, ``The exposure period will automatically terminate . . .
(ii) any time the Exchange best bid or offer improves beyond the price
of the Crossing Transaction on the same side of the market as the
Agency Order . . .'' The proposed rule is designed to align to BX's
rule text to remove any ambiguity that a market or marketable limit
order priced more aggressively than the Agency Order could ultimately
rest on the order book, improving the BBO beyond the price of the
Crossing Transaction and, therefore, cause the early termination of a
PIM auction.
---------------------------------------------------------------------------
\21\ BX Options 3, Section 13(ii)(B) provides ``Conclusion of
Auction. The PRISM Auction shall conclude at the earlier to occur of
(1) through (3) below, with the PRISM Order executing pursuant to
paragraph (C)(1) or (C)(2) below if it concludes pursuant to (2) or
(3) of this paragraph. (1) The end of the Auction period; (2) For a
PRISM Auction any time the BX BBO crosses the PRISM Order stop price
on the same side of the market as the PRISM Order; (3) Any time
there is a trading halt on the Exchange in the affected series.''
---------------------------------------------------------------------------
By way of example, assume: MRX 1.00 x 2.00 (10) and a second MRX
Market Maker's quote is 1.00 x 2.10 (10). If a PIM auction starts with
a buy at 1.50, and subsequently an order to buy for 20 @2.00 arrives,
the incoming order would trade with the quote, and the remaining 10
contracts would rest on the order book. Thereafter, the MRX BBO would
update to 2.00 x 2.10 and trigger the early termination of the single-
leg PIM pursuant to Options 3, Section 13(c)(5)(iii), which is being
renumbered to Options 3, Section 13(c)(5)(ii). Early terminating the
single-leg PIM in this example is necessary because the price of the
single-leg PIM is no longer at the top of book (best price) and would
not have execution priority with respect to responses or unrelated
interest that arrive. By early terminating the single-leg PIM, MRX
allows responses to the single-leg PIM, which arrived prior to the time
the Exchange's best bid and offer improved beyond the Crossing
Transaction, to execute.
The Exchange believes the proposed rule text will provide greater
clarity to the manner in which the System operates today with respect
to early termination of single-leg PIMs when the BBO on the same side
improves beyond the price of the Crossing Transaction. The proposed
amendment to the rule text is not intended to amend the current System
functionality, rather it is intended to make clear that a market or
marketable limit order could ultimately rest on the order book with
residual interest and improve the BBO on the same side as the Agency
Order beyond the price of the Crossing Transaction and cause the
single-leg PIM to early terminate.
Fourth, the Exchange proposes to add a new MRX Options 3, Section
13(c)(5)(iii) which states, ``. . . (iii) any time there is a trading
halt on the Exchange in the affected series . . .''. This proposed rule
text is not modifying how the System currently operates.\22\ Today, a
trading halt would cause a single-leg PIM to early terminate. Current
MRX Options 3, Section 13(d)(5) notes such an early termination as a
result of the aforementioned trading halt. Adding this circumstance to
the list of events that would terminate the exposure period would make
the list complete and add clarity to the rule. Furthermore, the
Exchange notes that in a separate rule change, SR-MRX-2022-5P,\23\
[sic] the Exchange is proposing to amend Options 3, Section 13(d)(5) to
change the System behavior such that if a trading halt is initiated
after an order is entered into the PIM, such auction will be
automatically terminated with execution solely with the Counter-Side
Order. Today, if a trading halt is initiated after an order is entered
into the PIM, such auction will be automatically terminated without
execution.\24\
---------------------------------------------------------------------------
\22\ MRX Options 3, Section 13(d)(5) currently states that, ``If
a trading halt is initiated after an order is entered into the Price
Improvement Mechanism, such auction will be automatically terminated
without execution.'' Of note, the Exchange is proposing to amend
MRX's PIM within a separate rule change, SR-MRX-2022-5P. Among other
things, the Exchange proposes to amend the PIM functionality so that
if a trading halt is initiated after an order is entered into the
PIM, the auction will be automatically terminated with an execution.
Specifically, SR-MRX-2022-5P proposes to renumber current MRX
Options 3, Section 13(d) to Options 3, Section 13(d)(6) and proposes
to state, ``If a trading halt is initiated after an order is entered
into the Price Improvement Mechanism, such auction will be
automatically terminated with execution solely with the Counter-Side
Order.''
\23\ MRX has separately filed to amend Options 3, Section
13(d)(5) within SR-MRX-2022-5P. [sic] SR-MRX-2022-5P [sic] proposes
to amend, among other things, the rule text in Options 3, Section
13, except that it does not amend Options 3, Section 13(c)(5).
\24\ See current MRX Options 3, Section 13(d)(5).
---------------------------------------------------------------------------
Changes to the Complex PIM
In accordance with the proposed rule change regarding the early
termination provisions of a single-leg PIM auction explained above, the
Exchange also proposes to remove a paragraph related to Complex PIM in
current MRX Options 3, Section 13(e)(4)(vi) which provides,
A Complex Price Improvement Mechanism in a complex strategy may
be ongoing at the same time as a Price Improvement Auction pursuant
to this Rule or during an exposure period pursuant to Supplementary
Material .02 to Options 5, Section 2 in a component leg(s) of such
Complex Order. If a Complex Price Improvement Mechanism is early
terminated pursuant to paragraph (iv) above, and the incoming
Complex Order that causes the early termination in the complex
strategy is also marketable against a component leg(s) of the
complex strategy that is the subject of a concurrent ongoing Price
Improvement Auction pursuant to this Rule or an exposure period
pursuant to Supplementary Material .02 to Options 5, Section 2, then
the concurrent Complex Price Improvement Mechanism and component leg
auction(s) are processed in the following sequence: (1) the Complex
Price Improvement Mechanism is early terminated; (2) the component
leg auction(s) are early terminated and processed; and (3) legging
of residual incoming Complex Order interest occurs, except with
respect to Stock Option Orders and Stock Complex Orders.
[[Page 58575]]
Today, unrelated marketable interest may cause the early termination of
a single-leg PIM, if a component leg of a Complex Order is marketable
against the order book in the same series as the single-leg PIM. An
example is provided below.
Example #1 (Complex PIM early termination elimination-opposite
side) \25\
---------------------------------------------------------------------------
\25\ Example 1 addresses an order on the opposite side of the
Agency Order, although the same early termination would apply to an
order on the same side of an Agency Order pursuant to MRX Options 3,
Section 13(e)(4)(vi).
Complex Order Strategy A-B
MM Quote Leg A 4.20 (100) x 4.50 (100)
MM Quote Leg B 4.00 (100) x 4.10 (100)
cBBO 0.10 x 0.50
(Leg A Bid 4.20-Leg B Offer 4.10 = 0.10)
(Leg A Offer 4.50-Leg B Bid 4.00 = 0.50)
Complex PIM to Buy A-B 10 @ 0.20, with an election to automatically
match to a net price of 0.10
Complex PIM begins
Single-leg PIM Auction on Leg A to Buy 100 @ 4.25
Single-leg PIM begins
During both auction timers, an unrelated marketable Complex
Order A-B to sell 50 @ a net price of 0.10 arrives (the individual
legs of the marketable Complex Order would be selling A @ 4.20 and
buying B @ 4.10).
Complex Order PIM is early terminated and trades 4 with the
Counter-Side Order @ a net price of 0.10 and 6 with the unrelated
Complex Order @ a net price of 0.15.
Today, the unrelated Complex Order would have legged-in after
trading with the Complex PIM and caused the single-leg PIM to early
terminate because one leg of the Complex Order was marketable
against the Leg A bid of 4.20.
With the proposed amendment, the unrelated Complex Order will
not cause the single-leg PIM to early terminate as a result of
trading with an unrelated order on the opposite side in the same
series. The unrelated marketable Complex Order will trade with the
Complex PIM as well as the best bids and offers from the single-leg
order book. In this case, the remaining quantity of the unrelated
Complex Order would leg-in and trade with the single-leg quotes
without impacting the single-leg PIM; the single-leg PIM auction
timer would conclude after running its full course. Thereafter, if
there are no responses to the single-leg PIM, the Agency Order would
trade 100 @4.25 with the Counter-Side Order.
Today, if a Complex PIM is early terminated pursuant to MRX Options
3, Section 14(e)(4)(iv) \26\ and the incoming Complex Order that causes
the early termination in the complex strategy is also marketable
against a component leg(s) of the complex strategy that is the subject
of a concurrent ongoing single-leg PIM, or an exposure period pursuant
to flash functionality as provided for in Supplementary Material .02 to
Options 5, Section 2,\27\ then the concurrent Complex PIM and component
leg auction(s) are processed in accordance with MRX Options 3, Section
14(e)(4)(vi).
---------------------------------------------------------------------------
\26\ MRX Options 3, Section 14(e)(4)(iv) provides, ``The
exposure period will automatically terminate (A) at the end of the
time period designated by the Exchange pursuant to subparagraph
(4)(i) above, (B) upon the receipt of a Complex Order in the same
complex strategy on either side of the market that is marketable
against the Complex Order Book or bids and offers for the individual
legs, or (C) upon the receipt of a non-marketable Complex Order in
the same complex strategy on the same side of the market as the
Agency Complex Order that would cause the execution of the Agency
Complex Order to be outside of the best bid or offer on the Complex
Order Book.''
\27\ Pursuant to Supplementary Material .02 to ISE Options 5,
Section 2, ISE permits certain orders to first be exposed at the
NBBO to all Members for execution at the National Best Bid or Offer
(``NBBO'') before the order would be routed to another market for
execution (``flash functionality''). MRX Options 5 Rules are
incorporated by reference to ISE Options 5 Rules.
---------------------------------------------------------------------------
With this proposed change, a single-leg PIM will no longer early
terminate as a result of the arrival of unrelated marketable interest
on either the same or the opposite side of the market from the Agency
Order. Because a single-leg PIM will no longer early terminate from the
arrival of unrelated marketable interest on either the same or the
opposite side of the market from the Agency Order, and because the
flash functionality will no longer exist,\28\ the Exchange proposes to
delete MRX Options 3, Section 13(e)(4)(vi) in its entirety.
---------------------------------------------------------------------------
\28\ MRX filed a rule change to eliminate its flash
functionality. See Securities Exchange Act Release No. 94897 (May
12, 2022), 87 FR 30294 (May 18, 2022) (SR-ISE-2022-11) (Notice of
Filing and Immediate Effectiveness of Proposed Rule Change To Amend
Routing Functionality in Connection With a Technology Migration).
MRX's rule regarding flash functionality at Supplementary Material
.02 to Options 5, Section 2 is incorporated by reference to Nasdaq
ISE, LLC Options 5 rules. Therefore, eliminating the flash
functionality from ISE Options 5 rules also eliminates the flash
functionality from MRX's Options 5 rules. SR-ISE-2022-11 is
effective but not yet operative. SR-ISE-2022-11 would be implemented
as part of the same technology migration as the changes proposed
herein.
---------------------------------------------------------------------------
Additionally, the Exchange proposes to remove a related paragraph
in current Supplementary Material .01(b)(iii) of MRX Options 3, Section
14 describing Complex Order Exposure, which states,
A Complex Order Exposure in a complex strategy may be ongoing in
a complex strategy at the same time as a Price Improvement Auction
pursuant to Options 3, Section 13 or during an exposure period
pursuant to Supplementary Material .02 to Options 5, Section 2 in a
component leg(s) of such complex strategy. If a Complex Order
Exposure is early terminated pursuant to paragraph (ii) above, and
the incoming Complex Order that causes the early termination in the
complex strategy is also marketable against a component leg(s) of
the complex strategy that is the subject of a concurrent ongoing
Price Improvement Auction pursuant to Options 3, Section 13 or an
exposure period pursuant to Supplementary Material .02 to Options 5,
Section 2, then the concurrent Complex Order and component leg
auction(s) are processed in the following sequence: (1) the Complex
Order exposure is early terminated; (2) the component leg
auction(s), which are early terminated and processed; and (3)
legging of residual incoming Complex Order interest occurs.
Today, unrelated marketable interest may cause the early
termination of a single-leg PIM, therefore, when a Complex Order legs
into the single-leg order book, it may cause the early termination of a
single-leg PIM if that leg was on either the same or the opposite side
of the market from the single-leg PIM. An example is provided below.
Example #2 (Complex Exposure early termination elimination-
opposite side) \29\
---------------------------------------------------------------------------
\29\ Example 2 addresses an order on the opposite side of the
Agency Order, although the same early termination would apply to an
order on the same side of the Agency Order pursuant to Supplementary
Material .01(b)(iii) of MRX Options 3, Section 14.
Complex Order Strategy A-B
MM Quote Leg A 4.20 (100) x 4.50 (100)
MM Quote Leg B 4.00 (100) x 4.10 (100)
cBBO 0.10 x 0.50
(Leg A Bid 4.20-Leg B Offer 4.10 = 0.10)
(Leg A Offer 4.50-Leg B Bid 4.00 = 0.50)
Complex Order in A-B Strategy marked for Complex Order Exposure to
buy 10 @ 0.20
Complex Order Exposure auction begins
Single-leg PIM Auction on Leg A to Buy 100 @ 4.25
Single-leg PIM begins
During both auction timers, unrelated marketable Complex Order
A-B Sell 50 @ 0.10 arrives.
Complex Order Exposure is early terminated and the exposed order
to buy A-B 10 @ 0.20 and trades with the unrelated Complex Order 10
@ net price of 0.10.
Today, the unrelated marketable Complex Order would have legged-
in after trading with the Complex Order Exposure and caused the
single-leg PIM to early terminate because one leg of the marketable
Complex Order on the opposite side was marketable against the Leg A
bid of 4.20.
With the proposed amendment, the unrelated marketable Complex
Order will not cause the single-leg PIM on the opposite side in the
same series to early terminate as a result of the component leg of
the Complex Order being marketable against the bid in the same
series as the single-leg PIM. The unrelated marketable Complex Order
will trade with the Complex Order Exposure order as well as the best
bids and offers from the single-leg order book. In this case, the
remaining quantity would leg-in and trade with the single-leg quotes
without impacting the single-leg PIM; the auction timer would
conclude after running its full course. Thereafter, the Crossing
Transaction would trade 100 @4.25 Agency Order with the Counter-Side
Order.
[[Page 58576]]
Today, when a Complex Order Exposure early terminates, as a result
of the arrival of unrelated marketable Complex Order interest that
trades against the exposed Complex Order and the best bids and offers
on the single-leg order book (as described in Supplementary Material
.01(b)(ii) of MRX Options 3, Section 14), the component legs of the
unrelated marketable Complex Order on either the same or the opposite
side of the single-leg PIM may leg-in and cause early termination of
the single-leg PIM. Thereafter, the component leg auction(s) would be
processed pursuant to Supplementary Material .01(b)(iii) of MRX Options
3, Section 14. With this proposed change to MRX Options 3, Section
13(d)(4), a single-leg PIM will no longer early terminate from the
arrival of unrelated marketable interest on either the same or opposite
side of the market from the Agency Order. Therefore, because a single-
leg PIM will no longer early terminate from the arrival of unrelated
marketable interest on either the same or opposite side of the market
from the Agency Order, and because the flash functionality will no
longer exist,\30\ the early termination provisions addressed in
Supplementary Material .01(b)(iii) of MRX Options 3, Section 14 will no
longer arise, accordingly, the Exchange proposes to delete
Supplementary Material .01(b)(iii) of MRX Options 3, Section 14 in its
entirety.
---------------------------------------------------------------------------
\30\ Id. [sic].
---------------------------------------------------------------------------
Re-Pricing
In connection with the technology migration, the Exchange recently
adopted re-pricing functionality for certain quotes and orders that
lock or cross an away market's price.\31\ As a result of the
effectiveness of SR-MRX-2022-16, the Exchange proposes a number of
corresponding amendments in Options 2, Section 12, as well as the
proposed definition of Complex Preferenced Orders, which is discussed
below, in connection with adopting the re-pricing mechanism.
---------------------------------------------------------------------------
\31\ See SR-MRX-2022-16. This rule change is effective, but not
yet operative. SR-MRX-2022-16 would be implemented as part of the
same technology migration as the changes proposed herein.
---------------------------------------------------------------------------
With the recent change within SR-MRX-2022-16, the System will re-
price certain quotes and orders that lock or cross an away market's
price. Specifically, quotes and orders which lock or cross an away
market price will be automatically re-priced to the current national
best offer (for bids) or the current national best bid (for offers) and
displayed one minimum price variance (``MPV'') above (for offers) or
below (for bids) the national best price. The re-priced quotes and
orders will be displayed on OPRA at its displayed price and placed on
the Exchange's order book at its re-priced, non-displayed price, which
may be priced better than the NBBO. The quotes and orders will remain
on the Exchange's order book and will be accessible at their non-
displayed price. With this change, a non-displayed limit order or quote
may be available on the Exchange at a price that is better than the
NBBO. The following example illustrates how the proposed re-pricing
mechanism would work:
Symbol ABCD in a Non-Penny name
CBOE BBO at 1.00 x 1.20
DNR order to buy ABCD for 1.30 arrives
DNR buy order books at 1.20 (current national best offer) and
displays at 1.15 (one MPV below national best offer) *
CBOE BBO adjusts to 1.00 x 1.25
DNR buy order adjusts to book at 1.25 (current national best offer)
and displays at 1.20 (one MPV below national best offer) *
* OPRA will show the displayed price, not the booked price
Recently amended Options 3, Section 5(c) provides that the System
automatically executes eligible orders using the Exchange's displayed
best bid and offer (i.e., BBO) or the Exchange's non-displayed order
book (``internal BBO'') if the best bid and/or offer on the Exchange
has been re-priced pursuant to Options 3, Section 5(d).\32\ The
definition of an ``internal BBO'' will cover re-priced quotes and
orders that remain on the order book and are available at non-displayed
prices while resting on the order book.\33\
---------------------------------------------------------------------------
\32\ A similar change was made for quotes within Options 3,
Section 4(b)(7). The Exchange added the following new rule text to
Options 3, Section 4(b)(7), ``The System automatically executes
eligible quotes using the Exchange's displayed best bid and offer
(``BBO'') or the Exchange's non-displayed order book (``internal
BBO'') if the best bid and/or offer on the Exchange has been
repriced pursuant to Options 3, Section 5(d) below and subsection
(6) above.''
\33\ The Exchange amended the rule text within Options 3,
Section 4 and Options 3, Section 5, within SR-MRX-2022-16, to
describe the manner in which a non-routable quotes and orders would
be re-priced, respectively. The Exchange added rule text within
Options 3, Section 4(b)(6) to state, ``A quote will not be executed
at a price that trades through another market or displayed at a
price that would lock or cross another market. If, at the time of
entry, a quote would cause a locked or crossed market violation or
would cause a trade-through violation, it will be re-priced to the
current national best offer (for bids) or the current national best
bid (for offers) and displayed at one minimum price variance above
(for offers) or below (for bids) the national best price, or
immediately cancelled, as configured by the Member.'' The Exchange
amended the rule text within Options 3, Section 5(d) to state, ``An
order that is designated by a Member as non-routable will be re-
priced in order to comply with applicable Trade-Through and Locked
and Crossed Markets restrictions. If, at the time of entry, an order
that the entering party has elected not to make eligible for routing
would cause a locked or crossed market violation or would cause a
trade-through violation, it will be re-priced to the current
national best offer (for bids) or the current national best bid (for
offers) and displayed at one minimum price variance above (for
offers) or below (for bids) the national best price.''
---------------------------------------------------------------------------
In connection with the foregoing changes, the Exchange proposes to
add references to ``internal BBO'' within Options 3, Section 12(c) and
(d) which describe the Qualified Contingent Cross Orders and Complex
Qualified Contingent Cross Orders, respectively, to conform with the
concept of re-pricing at an internal BBO as provided in Options 3,
Sections 4(b)(6) and 4(b)(7) and Options 3, Section 5(c) and (d) within
SR-MRX-2022-16. As noted above, the internal BBO could be better than
the NBBO. The Exchange believes that adding references to the internal
BBO to Options 3, Section 12(c) and (d) would continue to require
Members to be at or between the best price, that is not at the same
price as a Priority Customer Order on the Exchange's limit order book,
to execute a Qualified Contingent Cross Order. Further, with respect to
Complex Qualified Contingent Cross Orders, the Exchange would continue
to require a Member to be at or between the best price for the
individual series and comply with other relevant provisions noted
within Options 3, Section 12(d) to execute a Complex Qualified
Contingent Cross Order. The Exchange believes that the addition of
``internal BBO'' is consistent with the intent of these order types,
which is to require Members submit these orders at the best price and
not execute ahead of better-priced quotes or orders.
The Exchange proposes to amend Options 3, Section 12(c), which
describes the conditions under which a Qualified Contingent Cross Order
may be entered into the System for execution, to state that a Qualified
Contingent Cross Order may be executed upon entry provided the
execution is at or between the better of the internal BBO or the
NBBO.\34\ Similarly, the Exchange proposes to amend Options 3, Section
12(d), which describes the conditions under which a Complex Qualified
Contingent Cross Order may be entered into the System for execution, to
state that Complex Options Orders may be entered as Qualified
Contingent Cross Orders to be automatically executed upon entry so long
as the options legs can be executed
[[Page 58577]]
at prices that are at or between the better of the internal BBO or the
NBBO for the individual series.\35\
---------------------------------------------------------------------------
\34\ The Qualified Contingent Cross Order must also not be at
the same price as a Priority Customer Order on the Exchange's limit
order book. See Options 3, Section 12(c).
\35\ Currently, Options 3, Section 12(d) provides in its
entirety that Complex Options Orders may be entered as Qualified
Contingent Cross Orders, as defined in Options 3, Section 7(j). Such
orders will be automatically executed upon entry so long as: (i) the
price of the transaction is at or within the best bid and offer for
the same complex options strategy on the Complex Order Book; (ii)
there are no Priority Customer Complex Options Orders for the same
strategy at the same price on the Complex Order Book; and (iii) the
options legs can be executed at prices that (A) are at or between
the NBBO for the individual series, and (B) comply with the
provisions of Options 3, Section 14(c)(2)(i), provided that no legs
of the Complex Options Order can be executed at the same price as a
Priority Customer Order on the Exchange in the individual options
series. Complex Qualified Contingent Cross Orders will be rejected
if they cannot be executed. Complex Qualified Contingent Cross
Orders may be entered in one cent increments. Each leg of a Complex
Options Order must meet the 1,000 contract minimum size requirement
for Qualified Contingent Cross Orders.
---------------------------------------------------------------------------
The Exchange also proposes to add the ``internal BBO'' rule text in
its description of Complex Preferenced Orders within new Options 3,
Section 14(b)(19). This change is described below.
Delayed Functionality
The Exchange proposes to delay the implementation of certain
functionality in Options 3, Section 7, 11, 12, 13, and 14 in connection
with the technology migration. Specifically, Stock-Option Strategies as
described in MRX Options 3, Section 14(a)(2),\36\ Stock-Complex
Strategies as described in MRX Options 3, Section 14(a)(3),\37\ Complex
QCC with Stock Orders as described in MRX Options 3, Section
14(b)(15),\38\ and QCC with Stock Orders \39\ as described in Options
3, Section 7(t) and 12(e), Stock-Option Orders \40\ as described in
Options 3, Sections 11(c) and 13(e), Stock-Complex Orders \41\ as
described in Options 3, Sections 11(c) and 13(e) and Trade Value
Allowance,\42\ as described in Supplementary Material .03 of MRX
Options 3, Section 14, would not be available for symbols that migrated
to the platform (``Delayed Functionalities''). Today, these Delayed
Functionalities are available to Members.
---------------------------------------------------------------------------
\36\ A Stock-Option Strategy is the purchase or sale of a stated
number of units of an underlying stock or a security convertible
into the underlying stock (``convertible security'') coupled with
the purchase or sale of options contract(s) on the opposite side of
the market representing either (A) the same number of units of the
underlying stock or convertible security, or (B) the number of units
of the underlying stock necessary to create a delta neutral
position, but in no case in a ratio greater than eight-to-one
(8.00), where the ratio represents the total number of units of the
underlying stock or convertible security in the option leg to the
total number of units of the underlying stock or convertible
security in the stock leg. See MRX Options 3, Section 14(a)(2).
\37\ A Stock-Complex Strategy is the purchase or sale of a
stated number of units of an underlying stock or a security
convertible into the underlying stock (``convertible security'')
coupled with the purchase or sale of a Complex Options Strategy on
the opposite side of the market representing either (A) the same
number of units of the underlying stock or convertible security, or
(B) the number of units of the underlying stock necessary to create
a delta neutral position, but in no case in a ratio greater than
eight-to-one (8.00), where the ratio represents the total number of
units of the underlying stock or convertible security in the option
legs to the total number of units of the underlying stock or
convertible security in the stock leg. Only those Stock-Complex
Strategies with no more than the applicable number of legs, as
determined by the Exchange on a class-by-class basis, are eligible
for processing. See MRX Options 3, Section 14(a)(3).
\38\ A Complex QCC with Stock Order is a Qualified Contingent
Cross Complex Order, as defined in subparagraph (b)(6) of Options 3,
Section 14, entered with a stock component to be communicated to a
designated broker-dealer for execution pursuant to MRX Options 3,
Section 12(f).
\39\ A QCC with Stock Order is a Qualified Contingent Cross
Order, as defined in Options 3, Section 7(j), entered with a stock
component to be communicated to a designated broker-dealer for
execution pursuant to Options 3, Section 12(c). See Options 3,
Section 7(t).
\40\ The term ``Stock-Option Order'' refers to an order for a
Stock-Option Strategy as defined in Options 3, Section 14(a)(2).
\41\ The term ``Stock-Complex Order'' refers to an order for a
Stock-Complex Strategy as defined in Options 3, Section 14(a)(3).
\42\ Trade Value Allowance permits Stock-Option Strategies and
Stock-Complex Strategies at valid increments Options 3, Section
14(c)(1), Stock-Option Strategies and Stock-Complex Strategies to
trade outside of their expected notional trade value by a specified
amount, in order to facilitate the execution of the stock leg and
options leg(s). The Trade Value Allowance is the percentage
difference between the expected notional value of a trade and the
actual notional value of the trade. The amount of Trade Value
Allowance permitted may be determined by the Member, or a default
value determined by the Exchange and announced to Members; provided
that any amount of Trade Value Allowance is permitted in mechanisms
pursuant to Options 3, Sections 11 and 13 when auction orders do not
trade solely with their contra-side order. See Supplementary
Material .03 of MRX Options 3, Section 14.
---------------------------------------------------------------------------
The Delayed Functionalities would not be available for symbols that
migrated to the platform and thereafter, until such time as the
Exchange recommenced their availability by announcing a date in an
Options Trader Alert, which date would be prior to one year from the
start of the migration of the symbols to the platform. The Exchange is
staging the migration to provide maximum benefit to its Members while
also ensuring a successful rollout. The Exchange intends to focus its
resources on the other amendments to its System that are contemplated
with this System migration and other amendments that have been filed
with the Commission. Additionally, the Exchange desires to offer
Members adequate time to test their access to the new platform to
ensure a smooth transition for Members. The proposed delay will also
provide the Exchange additional time to code, test, and implement on
the Delayed Functionalities on the enhanced platform. The Exchange
further notes that it is contemplating amendments to its stock-tied
functionality and desires additional time to draft and code those
changes before reintroducing stock-tied on MRX.\43\
---------------------------------------------------------------------------
\43\ MRX would also need time to file any related rule changes
with the Commission prior to reintroducing stock-tied functionality.
---------------------------------------------------------------------------
While no Members will be able to utilize the Delayed
Functionalities on MRX to accomplish an options transaction with stock
until they are reactivated on MRX, ISE currently offers the Delayed
Functionalities. As such, the ability to transact options with stock
would be available on ISE for Members, as is the case today. The
Exchange has issued Options Technical Updates to apprise Members of the
migration schedule.\44\ The Exchange intends to continue to issue
Options Trader Alerts to ensure Members are aware of when the
functionality will be available on its market.
---------------------------------------------------------------------------
\44\ See Options Technical Updates #2022-2 and 2022-3. See also
<a href="https://www.nasdaq.com/solutions/mrx-replatform">https://www.nasdaq.com/solutions/mrx-replatform</a>.
---------------------------------------------------------------------------
Other Complex Order Amendments
Opening Only Complex Order
Currently, MRX Options 3, Section 14(b)(10) states, ``An Opening
Only Complex Order is a Limit Order that may be entered for execution
during the Complex Opening Process described in Supplementary Material
.04 to Options 3, Section 14. Any portion of the order that is not
executed during the Complex Opening Process is cancelled.'' The
Exchange proposes to amend MRX Options 3, Section 14(b)(10) to remove
the word ``Limit'' within the description of the Opening Only Complex
Order to allow Opening Only Complex Orders to be submitted as Market
Orders or Limit Orders. This amendment is consistent with current
System operations. The Exchange believes that both Market and Limit
Orders should be permitted in the Complex Opening Process.\45\ Market
Orders are typically the most aggressively priced orders, while Limit
Orders have a limit price contingency that Market Orders do not have.
Allowing both of these order types to participate in the Complex
Opening Process allows greater liquidity to be present to determine the
Opening
[[Page 58578]]
Price.\46\ All Members may enter both Market Orders and Limit Orders
during the Complex Opening Process, as well as intra-day.
---------------------------------------------------------------------------
\45\ The Complex Opening Process is described in Supplementary
Material .04 of MRX Options 3, Section 14.
\46\ The Opening Price is described in MRX Options 3, Section
14(a)(2).
---------------------------------------------------------------------------
Complex QCC With Stock Orders
The Exchange proposes to correct a non-substantive citation with
MRX Options 3, Section 14(b)(15) related to Complex QCC with Stock
Orders. The current citation to MRX Options 3, Section 12(e) within the
description of this order type is incorrect. The citation should be to
MRX Options 3, Section 12(f). Correcting this cross reference will
clarify the description of the order type.
Complex Preferenced Orders
The Exchange proposes to add ``Complex Preferenced Orders'' to the
list of Complex Order Types in Options 3, Section 14(b). This proposal
describes how Complex Preferenced Orders will work. MRX Options 2,
Section 10 currently describes Preferenced Orders which may be Complex
Preferenced Orders.\47\ To complete the list of Complex Order types,
the Exchange proposes to state in MRX Options 3, Section 14(b)(19)
that,
---------------------------------------------------------------------------
\47\ MRX Options 2, Section 10 provides, ``Preferenced Orders.
An Electronic Access Member may designate a ``Preferred Market
Maker'' on orders it enters into the System (``Preferenced
Orders''). (1) A Preferred Market Maker may be the Primary Market
Maker appointed to the options class or any Competitive Market Maker
appointed to the options class. (2) If the Preferred Market Maker is
not quoting at a price equal to the NBBO at the time the Preferenced
Order is received, the allocation procedure described in Options 3,
Section 10(c)(1)(C) shall not be applied to the execution of the
Preferenced Order. (3) If the Preferred Market Maker is quoting at
the NBBO at the time the Preferenced Order is received, the
allocation procedure described in Options 3, Section 10(c)(1)(C)
shall be applied to the execution of the Preferenced Order.''
[a] Complex Preferenced Order is a Complex Order for which an
Electronic Access Member has designated a Preferred Market Maker as
described in Options 2, Section 10. The component leg(s) of a
Complex Order with a Preferenced Order instruction may allocate
pursuant to Options 3, Section 10(c)(1)(C) when the Complex
Preferenced Order legs into the single-leg market provided that the
Preferred Market Maker is quoting at the better of the internal BBO
or the NBBO for a component leg(s) of the Complex Preferenced Order
at the time the Complex Preferenced Order is received. A Preferred
Market Maker will not receive an allocation pursuant to Options 3,
Section 10(c)(1)(C) for a component leg(s) of a Complex Preferenced
Order if the Preferred Market Maker is not quoting at the better of
the internal BBO or the NBBO for that leg at the time the Complex
---------------------------------------------------------------------------
Preferenced Order is received.
Allocation of a leg(s) of a Complex Preferenced Order, pursuant to
MRX Options 3, Section 10, would occur when a leg(s) of a Complex Order
trades synthetically with the Preferred Market Maker's \48\ quote that
was at the better of the internal BBO or the NBBO on the single-leg
order book in accordance with MRX Options 3, Section 10. A Preferred
Market Maker must be quoting at the NBBO for a component leg(s) of the
Complex Preferenced Order at the time the Complex Preferenced Order is
received. As is the case for single-leg orders, a Preferred Market
Maker will not receive an allocation pursuant to Options 3, Section
10(c)(1)(C) for a component leg(s) of a Complex Preferenced Order if
the Preferred Market Maker is not quoting at the better of the internal
BBO or NBBO for that leg at the time the Complex Preferenced Order is
received.
---------------------------------------------------------------------------
\48\ Preferred Market Maker may be the Primary Market Maker
appointed to the options class or any Competitive Market Maker
appointed to the options class. See MRX Options 2, Section 10(a)(1).
---------------------------------------------------------------------------
The referenced internal BBO is being utilized within the
description of the Complex Preferenced Order because the internal BBO
for a leg component of Complex Order on the single-leg order book may
be priced better than the NBBO. The Exchange notes that similar changes
were recently made to the Preferenced Order type for single-leg orders
within Options 7, Section 3.\49\ The Exchange described re-pricing
earlier in Purpose section.
---------------------------------------------------------------------------
\49\ See MRX-2022-16.
---------------------------------------------------------------------------
With respect to orders which leg into the single-leg order book,
MRX Options 3, Section 14(c) states that, ``Except as otherwise
provided in this Rule, complex strategies shall be subject to all other
Exchange Rules that pertain to orders and quotes generally.''
Additionally, the Exchange notes that orders that execute against
interest on the single-leg order book, including the options leg of
Complex Options Strategies are subject to the provisions of MRX Options
3, Section 5 which, among other things, describes the NBBO Price
Protection and Trade-Through Compliance and Locked or Crossed Markets.
Further, Supplementary Material .01 to Options 9, Section 1
provides,
[i]t will be a violation of this Rule for a Member to have a
relationship with a third party regarding the disclosure of agency
orders. Specifically, a Member may not disclose to a third party
information regarding agency orders represented by the Member prior
to entering such orders into the System to allow such third party to
attempt to execute against the Member's agency orders. A Member's
disclosing information regarding agency orders prior to the
execution of such orders on the Exchange would provide an
inappropriate informational advantage to the third party in
violation of this Rule. For purposes of this paragraph .01, a third
party includes any other person or entity, including affiliates of
the Member. Nothing in this paragraph is intended to prohibit a
Member from soliciting interest to execute against an order it
represents as agent (a ``solicited order''), the execution of which
is governed by Options 3, Section 22(e) and paragraph .02 of
Supplementary Material to Options 3, Section 22.
This rule prohibits a Member from notifying a Preferred Market
Maker of an intention to submit a Complex Preferenced Order so that the
Preferred Market Maker could change its quotation to match the NBBO
immediately prior to submission of the Complex Preferenced Order, and
then fade its quote. The Exchange represents that it proactively
conducts surveillance for, and enforces against, violations of
Supplementary Material .01 to Options 9, Section 1.
The Exchange's proposal to add ``Complex Preferenced Orders'' to
the list of Complex Order Types in MRX Options 3, Section 14(b) will
continue to encourage Preferred Market Makers to quote aggressively in
an effort to execute against the Complex Preferenced Order. Preferred
Marker Makers are not able to ascertain if a particular order is a
Complex Preferenced Order. The Exchange believes the proposal will
encourage Market Makers to quote tighter and add a greater amount of
liquidity on MRX in an attempt to interact with Complex Preferenced
Orders that are sent to the Exchange. This order flow will benefit all
market participants on the Exchange because any MRX Member may interact
with that order flow.
The addition of Complex Preferenced Orders to the list of order
types in MRX Options 3, Section 14(b) will make clear to Members the
availability of Complex Preferenced Orders. Both Phlx \50\ and MIAX
\51\ have a similar order type.
---------------------------------------------------------------------------
\50\ See Phlx Options 3, Section 14(b)(v) which specifies that a
Directed Order may be submitted as a Complex Order. See also Phlx
Options 3, Section 7(b)(11) which describes a Directed Order. Phlx's
Options 2, Section 10 Directed Order rule is similar to MRX's
Options 2, Section 10 Preferenced Order rule.
\51\ A ``Directed Order'' is an order entered into the System by
an Electronic Exchange Member with a designation for a Lead Market
Maker (referred to as a ``Directed Lead Market Maker''). Only
Priority Customer Orders will be eligible to be entered into the
System as a Directed Order by an Electronic Exchange Member. See
MIAX Rule 100. See also MIAX Rule 514(h) which describes allocation.
Today, MIAX permits Directed Orders to be submitted as a New Order--
Multileg. See <a href="https://www.miaxoptions.com/sites/default/files/page-files/FIX%20Order%20Interface_FOI_v2.5a_re.pdf">https://www.miaxoptions.com/sites/default/files/page-files/FIX%20Order%20Interface_FOI_v2.5a_re.pdf</a>. Pursuant to MIAX's
specifications, ``AllocAccount (Tag 79) is defined as MIAX assigned
directed firm code of the designated participant for directed order
flow.''
---------------------------------------------------------------------------
[[Page 58579]]
Options 3, Section 14(c)(2) and MRX Supplementary Material .02 to
Options 3, Section 14
The Exchange proposes a non-substantive amendment in MRX Options 3,
Section 14(c)(2) to amend an incorrect reference to ``ISE''. The
reference should be to ``MRX''. Also, the Exchange proposes to make a
non-substantive technical correction in Supplementary Material .02 of
MRX Options 3, Section 14 to make a grammatical amendment to change the
word ``which'' to ``whom''.
Complex Opening Price Determination
The Exchange proposes to amend the citation within Supplementary
Material .05(d)(2) to Options 3, Section 14 which states, ``Potential
Opening Price. The System will calculate the Potential Opening Price by
identifying the price(s) at which the maximum number of contracts can
trade (``maximum quantity criterion'') taking into consideration all
eligible interest pursuant to Supplementary Material .06(b) to this
Rule.'' The citation to Supplementary Material .06(b), related to
Uncrossing is incorrect. The citation should be to Supplementary
Material .05(b), related to Complex Opening Price Determination. The
citation is referring is to eligible interest during the Complex
Opening Price Determination.
The Exchange proposes to amend the Complex Opening Price
Determination in Supplementary Material .05(d)(3) to Options 3, Section
14 to allow for additional contracts to be included in the Potential
Opening Price calculation leading to better price discovery and more
contracts executing as part of the Complex Opening Price Determination
process.
With this proposal, when the interest does not match the size and
there is more than one Potential Opening Price at which the interest
may execute, the Exchange would calculate a Potential Opening Price
using the mid-point of the highest (lowest) executable offer (bid)
price and the next available executable offer (bid) price rounded, if
necessary, down (up) to the closest minimum trading increment. As a
result, more options contracts are likely to be executed at better
prices than under the current rule. Example number 3 below demonstrates
this behavior. This behavior differs from current rules in that, today,
the Exchange would calculate the Potential Opening Price as the highest
(lowest) executable bid (offer) when there would be contracts left
unexecuted on the bid (offer) side of the complex market.
Further, the proposed amendment will allow Market Complex Orders to
participate in the Opening Price Determination process in a broader
capacity than the rule allows for today. Today, if there are only
Market Complex Orders on both sides of the market, or if there are
Market Complex Orders on the bid (offer) side of the market for greater
than the total size of Complex Orders on the offer (bid) side of the
market, then MRX will not trade in the Complex Opening Price
Determination process and would instead open pursuant to an Uncrossing
as provide for in Supplementary Material .06(b) of MRX Options 3,
Section 14. With the proposed amendment Market Complex Orders will be
included in the Complex Opening Price Determination process in both
situations described above, leading to more contracts being able to
trade in the Complex Opening Price Determination with better price
discovery. Example 5 below illustrates this point.
Finally, the proposed amendment considers the Boundary Price
earlier in the Complex Opening Process. Today, the rule seeks to
satisfy the maximum quantity criterion first and then consider Boundary
Prices. With the proposed change, the Exchange will consider the
Boundary Price while determining the Potential Opening Price, thereby
enabling as many contracts as possible to trade sooner, which reduces
risk for market participants awaiting executions. With this proposal,
the Complex Opening Process considers the Boundary Price earlier in the
process and the Boundary Price becomes the limit price for Market
Complex Orders. This proposal should maximize the number of contracts
executed, to the benefit of those Members participating in that complex
strategy.
Current Supplementary Material .05 of MRX Options 3, Section 14
describes how Complex Orders arrive at an Opening Price. Specifically,
Supplementary .05(b) of MRX Options 3, Section 14 describes the
interest that is eligible within the Complex Opening Price
Determination. The rule text provides that the System would calculate
Boundary Prices \52\ at or within which Complex Orders may be executed
during the Complex Opening Price Determination.\53\ Current
Supplementary Material .05(d)(2) of MRX Options 3, Section 14 provides,
``The System will calculate the Potential Opening Price \54\ by
identifying the price(s) at which the maximum number of contracts can
trade (``maximum quantity criterion'') taking into consideration all
eligible interest pursuant to Supplementary Material .06(b) to this
Rule.'' \55\ The System takes into consideration all Complex Orders,
identifies the price at which the maximum number of contracts can
trade, and calculates the Potential Opening Price as described in
Supplementary Material .05(d)(2) of MRX Options 3, Section 14.
Supplementary Material .05(d)(3) of MRX Options 3, Section 14 further
describes the way the System handles more than one Potential Opening
Price. Current Supplementary Material .05(d)(3) of MRX Options 3,
Section 14 states,
---------------------------------------------------------------------------
\52\ The Boundary Price is described in Supplementary Material
.05(d)(1) of MRX Options 3, Section 14(a)(1).
\53\ See Supplementary Material .05(d)(1) of MRX Options 3,
Section 14.
\54\ The Potential Opening Price is described in Supplementary
Material .05(d)(2) of MRX Options 3, Section 14.
\55\ The Exchange proposes to amend the citation within
Supplementary Material .05(d)(2) to Options 3, Section 14 within
this proposal. The citation to Supplementary Material .06(b),
related to Uncrossing, should be to Supplementary Material .05(b),
related to Complex Opening Price Determination. Specifically, the
reference is to Eligible Interest during the Complex Opening Price
Determination.
When two or more Potential Opening Prices would satisfy the
maximum quantity criterion: (A) without leaving unexecuted contracts
on the bid or offer side of the market of Complex Orders to be
traded at those prices, the System takes the highest and lowest of
those prices and takes the mid-point; provided that (1) if the
highest and/or lowest price described above is through the price of
a bid or offer that is priced to not allocate in the Complex Opening
Price Determination, the highest and/or lowest price will be rounded
to the price of such bid or offer that is priced to not allocate
before taking the mid-point, and (2) if the midpoint is not
expressed as a permitted minimum trading increment, it will be
rounded down to the nearest permissible minimum trading increment;
or (B) leaving unexecuted contracts on the bid (offer) side of the
market of Complex Orders to be traded at those prices, the Potential
Opening Price is the highest (lowest) executable bid (offer) price.
Notwithstanding the foregoing: (C) if there are Market Complex
Orders on the bid (offer) side of the market that would equal the
full quantity of Complex Orders on offer (bid) side of the market,
the limit price of the highest (lowest) priced Limit Complex Order
is the Potential Opening Price; and (D) if there are only Market
Complex Orders on both sides of the market, or if there are Market
Complex Orders on the bid (offer) side of the market for greater
than the total
[[Page 58580]]
size of Complex Orders on the offer (bid) side of the market, there
will be no trade in the Complex Opening Price Determination and the
complex strategy will open pursuant to the Complex Uncrossing
---------------------------------------------------------------------------
Process described in Supplementary Material .06(b) to this Rule.
At this time, the Exchange proposes to amend the System handling
within the Complex Opening Process by replacing Supplementary Material
.05(d)(3) of MRX Options 3, Section 14 with the following proposed rule
text,
Opening Price Determination. When interest crosses and does not
match in size, the System will calculate the Potential Opening Price
based on the highest (lowest) executable offer (bid) price when the
larger sized interest is offering (bidding), provided, however, that
if there is more than one price at which the interest may execute,
the Potential Opening Price when the larger sized interest is
offering (bidding) shall be the mid-point of the highest (lowest)
executable offer (bid) price and the next available executable offer
(bid) price rounded, if necessary, down (up) to the closest minimum
trading increment; or
When interest crosses and is equal in size, the System will
calculate the Potential Opening Price based on the mid-point of
lowest executable bid price and the highest executable offer price,
rounded, if necessary, up to the closest minimum trading increment.
(A) Executable bids/offers include any interest which could be
executed at the Potential Opening Price without trading through
residual interest or the Boundary Price or without trading at the
Boundary Price where there is Priority Customer interest at the best
bid or offer for any leg, consistent with paragraph Options 3,
Section 14(c)(2).
(B) Executable bids/offers will be bounded by the Boundary Price
on the contra-side of the interest, for determination of the
Potential Opening Price described above.
This proposed new Complex Opening Process seeks to maximize the
interest which is traded during the Complex Opening Price Determination
process and deliver a rational price for the available interest at the
opening. The Complex Opening Price Determination process maximizes the
number of contracts executed during the Complex Opening Process and
ensures that residual contracts of partially executed orders or quotes
are at a price equal to or inferior to the Opening Price. In other
words, the logic ensures there is no remaining unexecuted interest
available at a price which crosses the Opening Price. If multiple
prices exist that ensure that there is no remaining unexecuted interest
available through such price(s), the opening logic selects the mid-
point of such price points. Below are some examples.
Example #3 (More Than One Potential Opening Price--Mid-Point of
Larger-Sized Interest)
``if there is more than one price at which the interest may
execute, the Potential Opening Price when the larger sized interest
is offering (bidding) is the mid-point of the highest (lowest)
executable offer (bid) price and the next available executable offer
(bid) price rounded, if necessary, down (up) to the closest minimum
trading increment''
Assume
Complex Order Strategy: A+B strategy
Quote for Leg A @ 1.75 x 1.95
Quote for Leg B @ 1.75 x 1.95
Boundary Price = 3.50 (10)-3.90 (10)
(Leg A Bid 1.75 + Leg B Bid 1.75 = 3.50)
(Leg A Offer 1.95 + Leg B Offer 1.95 = 3.90)
Complex Order #1: Buy 20 for $3.79
Complex Order #2: Buy 20 at $3.73
Complex Order #3: Sell 20 at $3.60
With the proposed amendment, Opening Price would be for 20
strategies at a price of $3.76. The execution price of $3.76 is
derived from the mid-point of the lowest executable bid price of
$3.73 and the next available executable bid price of $3.79. In this
example, 20 strategies can be opened at multiple price points
ranging from $3.73 up to $3.79. None of these Potential Opening
Prices would cause the unexecuted $3.73 buy order to be available at
a price which crosses the Opening Price, therefore, the System opens
at the mid-point of such prices, $3.76.
Today, with this same example, the Opening Price would be 3.79,
the highest executable bid price, which provides the offer side with
all price improvement. With the proposed amendment, the Opening
Price seeks to distribute to the extent possible price improvement
to both the bid and offer side of the transaction.
Example #4 (Mid-Point When Interest is Equal In Size)
``Provided such crossing interest is equal in size, the System
will calculate the Potential Opening Price based on the mid-point of
lowest executable bid price and the highest executable offer price,
rounded, if necessary, up to the closest minimum trading increment''
Complex Order Strategy: A+B strategy
Quote for Leg A @ 1.75 x 1.95 each
Quote for Leg B @ 1.75 x 1.95 each
Boundary Price = 3.50 (10)-3.90 (10)
(Leg A Bid 1.75 + Leg B Bid 1.75 = 3.50)
(Leg A Offer 1.95 + Leg B Offer 1.95 = 3.90)
Complex Order #1: Buy 10 for $3.78
Complex Order #2: Buy 20 for $3.74
Complex Order #3: Buy 10 at $3.71
Complex Order #4: Sell 20 at $3.64
Complex Order #5: Sell 20 at $3.66
With the proposed amendment, the Opening Price will be for 40
strategies at a price of $3.69. The execution price of $3.69 is
derived from the mid-point of the lowest executable bid price of
$3.71 and the highest executable offer price of $3.66, rounded up to
the closest minimum trading increment. Today, rounding would be down
and with this proposal the rounding would be up.
If the example were changed slightly such that Complex Order #4
and Complex Order #5 were Market Complex Orders rather than Limit
Orders, the Opening Price for the 40 strategies would be $3.61,
which is derived from the mid-point of the lowest executable bid
price of $3.71 and the highest executable offer of $3.50 (which is
the Boundary Price of the sell Market Complex Orders), rounded up to
the closest minimum trading increment.
The Exchange notes that executable bids/offers include any interest
that could be executed at the net price without trading through
residual interest or the Boundary Price, or without trading at the
Boundary Price where there is Priority Customer interest at the best
bid or offer for any leg, consistent with current MRX Options 3,
Section 14(c)(2).\56\ Further, executable bids/offers would be bounded
to the Boundary Price on the contra-side of the interest, for
determination of the Opening Price described above when crossing
interest is different in size and when crossing interest is equal in
size.
---------------------------------------------------------------------------
\56\ MRX Options 3, Section 14(c)(2) provides, ``Complex
strategies will not be executed at prices inferior to the best net
price achievable from the best ISE bids and offers for the
individual legs. Notwithstanding the provisions of Options 3,
Section 10: (i) a Complex Options Strategies may be executed at a
total credit or debit price with one other Member without giving
priority to bids or offers established on the Exchange that are no
better than the bids or offers in the individual options series
comprising such total credit or debit; provided, however, that if
any of the bids or offers established on the Exchange consist of a
Priority Customer Order, the price of at least one leg of the
complex strategy must trade at a price that is better than the
corresponding bid or offer on the Exchange by at least one minimum
trading increment for the series as defined in Options 3, Section 3;
(ii) the option leg of a Stock-Option Strategy has priority over
bids and offers for the individual options series established on the
Exchange by Professional Orders and market maker quotes that are no
better than the price of the options leg, but not over such bids and
offers established by Priority Customer Orders; and (iii) the
options legs of a Stock-Complex Strategy are executed in accordance
with subparagraph (c)(2)(i).
---------------------------------------------------------------------------
The amendment will benefit Members by smoothing the way for the
complex strategy to open with Market Complex Orders. Today, Market
Complex Orders participate in the Complex Opening Process in a limited
capacity as explained above. By permitting Market Complex Orders to
participate in the Complex Opening Price Determination process in more
situations, the Exchange can provide more opportunity for Complex
Orders to trade in the Opening Process without having to go to the
Uncrossing process. Market conditions can change between the Complex
Opening Price Determination process and the Uncrossing process, which
can lead to missed opportunities for execution. The proposed rule would
have the Boundary Price assign limits to the Opening Price and
therefore permit Market Complex Orders to participate in the Complex
Opening Process to the extent that they are within the Boundary Prices.
With this change, MRX would permit a complex strategy to calculate
[[Page 58581]]
an Opening Price utilizing a greater number of Market Complex Orders,
which benefits the Opening Process by taking into account these more
aggressively priced orders \57\ while also bringing more liquidity into
the Opening Price calculation.
---------------------------------------------------------------------------
\57\ The allowance of a greater number of Market Complex Orders
within the Opening Process provides a greater depth of price
discovery for an options series. As noted above, the Boundary Price
would assign limits to the Opening Price, therefore preventing
Market Complex Orders which are aggressively priced from negatively
impacting the Opening Price.
Example #5 (Market Complex Orders trading in Opening Price
Determination)
``Provided interest crosses and does not match in size, the
System will calculate the Potential Opening Price based on the
highest (lowest) executable offer (bid) price when the larger sized
interest is offering (bidding)''
As referenced above,
Assume
Complex Order Strategy: A+B strategy
Quote for Leg A @ 1.75 x 2.00
Quote for Leg B @ 1.75 x 2.00
Boundary Price = 3.50 (10)--4.00 (10)
(Leg A Bid 1.75 + Leg B Bid 1.75 = 3.50)
(Leg A Offer 2.00 + Leg B Offer 2.00 = 4.00)
Market Complex Order #1: Buy 30
Complex Order #2: Sell 20 at $3.95
After Complex Opening Price Determination process, but before
Uncrossing
ABBO for Leg A updates: 1.85 x 1.90
ABBO for Leg B updates 1.85 x 1.90
cNBBO: 3.70 x 3.80
(ABBO Leg A Bid 1.85 + Leg B Bid 1.85 = 3.70)
(ABBO Leg A Offer 1.90 + Leg B Offer 1.90 = 3.80)
With the proposed amendment the Market Complex Order can be
considered in the Complex Opening Price Determination process and
therefore is able to trade at the Opening Price of $4.00 for 20
strategies with Complex Order #2 and also able to trade 10
strategies at a net price $4.00 with the individual legs at the best
bids and offers before the ABBO updates, leaving no place for this
complex strategy to trade. The Opening Price in this example is
determined as the lowest executable bid because the bid side is the
larger sized interest, which is limited by the Boundary Price on the
offer side at 4.00.
Today, Market Complex Orders with a larger quantity than the
quantity of interest on the contra side of the market do not
participate in the Complex Opening Price Determination and can only
execute during the Uncrossing pursuant to Supplementary Material
.05(d)(6) of MRX Options 3, Section 14. In the example above, the
ABBO of each leg updates after the Complex Opening Price
Determination process and restricts the Market Complex Order and
Complex Limit Order from trading in the Uncrossing because they
cannot match at a price that would be within the Price Limits for
Complex Orders pursuant to MRX Options 3, Section 16(a).
Finally, with this proposal and as demonstrated in Example 5 above,
a complex strategy would open pursuant to Supplementary Material
.05(d)(5) of MRX Options 3, Section 14, with less contracts becoming
subject to the Uncrossing pursuant to Supplementary Material .05(d)(6)
of MRX Options 3, Section 14. As a result of this change, more interest
would be able to trade within the Opening Process, ensuring a greater
number of contracts are executed on MRX at the Complex Opening and
lessening the likelihood that contracts which remain unmatched during
the Complex Opening Price Determination process receive no execution in
the Uncrossing due to changing market conditions.\58\
---------------------------------------------------------------------------
\58\ Unmatched orders would rest on the Order Book with the
potential to execute intra-day.
---------------------------------------------------------------------------
Phlx has a similar methodology to arrive at a complex opening price
at Phlx Options 3, Section 14(d)(ii)(C)(2) \59\ as compared to proposed
Supplementary Material .05(d)(3) of MRX Options 3, Section 14. Phlx's
COOP Evaluation and MRX's proposed Opening Price Determination both
seek the price at which the maximum number of contracts can trade.
Phlx's COOP Evaluation is an auction with a timer, unlike MRX's Opening
Price Determination.\60\ Proposed Supplementary Material .05(d)(3)(A)
and (B) of MRX Options 3, Section 14 differs from Phlx Options 3,
Section 14(d)(ii)(C)(2). MRX will open a complex strategy with the
Complex Order Book crossed if an Opening Price cannot be found within
the Boundary Prices and remain crossed while attempting to uncross the
Complex Order Book on a best effort basis, pursuant to Supplementary
Material .06 of MRX Options 3, Section 14, until all interest can be
executed. Today, Phlx will open a complex strategy crossed when a price
cannot be found within Phlx's cPBBO during the COOP Evaluation period
and there are more aggressive away market prices that are limiting the
ability to leg into the single-leg book, but will not remain crossed as
complex orders that are through Phlx's cPBBO would be cancelled
pursuant to Phlx Options 3, Section 14(f)(i)(A).\61\
---------------------------------------------------------------------------
\59\ COOP Evaluation. Upon expiration of the COOP Timer, the
System will conduct a COOP Evaluation to determine, for a Complex
Order Strategy, the price at which the maximum number of contracts
can trade, taking into account Complex Orders marked All-or-None
(which will be executed if possible) unless the maximum number of
contracts can only trade without including All-or-None Orders. The
Exchange will open the Complex Order Strategy at that price,
executing marketable trading interest, in the following order:
first, to Public Customers in time priority; next to Phlx electronic
market makers on a pro rata basis; and then to all other
participants on a pro rata basis. The imbalance of Complex Orders
that are unexecutable at that price are placed on the CBOOK. (1) No
trade possible. If at the end of the COOP Timer the System
determines that no market or marketable limit Complex Orders or COOP
Sweeps, Complex Orders or COOP Sweeps that are equal to or improve
the cPBBO, and/or Complex Orders or COOP Sweeps that cross within
the cPBBO exist in the System, all Complex Orders received during
the COOP Timer will be placed on the CBOOK, as described in
paragraph (f) below. (2) Trade is possible. If at the end of the
COOP Timer the System determines that there are market or marketable
limit Complex Orders or COOP Sweeps, Complex Orders or COOP Sweeps
that are equal to or improve the cPBBO, and/or Complex Orders or
COOP Sweeps that cross within the cPBBO in the System, the System
will do the following: if such interest crosses and does not match
in size, the execution price is based on the highest (lowest)
executable offer (bid) price when the larger sized interest is
offering (bidding), provided, however, that if there is more than
one price at which the interest may execute, the execution price
when the larger sized interest is offering (bidding) is the midpoint
of the highest (lowest) executable offer (bid) price and the next
available executable offer (bid) price rounded, if necessary, down
(up) to the closest minimum trading increment. If the crossing
interest is equal in size, the execution price is the midpoint of
lowest executable bid price and the highest executable offer price,
rounded, if necessary, up to the closest minimum trading increment.
Executable bids/offers include any interest which could be executed
at the net price without trading through residual interest or the
cPBBO or without trading at the cPBBO where there is Public Customer
interest at the best bid or offer for any leg, consistent with
paragraph (c)(iii). If there is any remaining interest and there is
no component that consists of the underlying security and provided
that the order is not marked all-or-none, such interest may ``leg''
whereby each options component may trade at the PBBO with existing
quotes and/or Limit Orders on the Limit Order book for the
individual components of the Complex Order; provided that remaining
interest may execute against any eligible Complex Orders received
before legging occurs. If the remaining interest has a component
that consists of the underlying security, such Complex Order will be
placed on the CBOOK (as defined below). (3) The Complex Order
Strategy will be open after the COOP even if no executions occur.
\60\ Phlx's All-or-None order type differs from MRX's All-or-
None order in that only Public Customers may utilize the Phlx All-
or-None order type and Phlx's All-or-None order may rest on the
order book. See Phlx Option 3, Section 7(b)(5). MRX's All-or-None
order is a limit or market order that is to be executed in its
entirety or not at all. See MRX Options 3, Section 7(c).
\61\ By way of example, assume Phlx cPBBO is 1.00 x 2.00 and
cNBBO is 1.45 x 1.50. Also, assume Phlx complex Day Order to buy the
strategy @$0.50 which begins a COOP timer. Next, a complex day order
to sell the strategy @$0.50 arrives during the COOP timer. These
orders are crossed, but are not within Phlx's cPBBO, and, therefore,
both orders cannot trade as part of the COOP Evaluation.
Additionally, the sell order cannot leg into Phlx's simple order
book because of the more aggressive cNBBO which would limit legging
as part of the ACE price protection described within Phlx Options 3,
Section 16(b)(i), and, therefore, the sell order that is crossed
with Phlx's cPBBO cannot remain on the Complex Order Book and is
ultimately cancelled. In contrast, on MRX, this sell order would
remain crossed on the Complex Order Book while continuously looking
for an opportunity to uncross and trade these Complex Orders as new
orders arrive or the market moves. Options 3, Section 14 (f)(i)(A)
provides that Complex Orders must be entered onto the CBOOK in
increments of $0.01. The individual components of a Complex Order
may be executed in minimum increments of $0.01, regardless of the
minimum increments applicable to such components. Such orders will
be placed on the CBOOK by the System when the following conditions
exist: (A) When the Complex Order does not price-improve upon the
cPBBO upon receipt. . .''.
---------------------------------------------------------------------------
[[Page 58582]]
The Exchange also proposes to amend the Opening Price in
Supplementary Material .05(d)(4) of MRX Options 3, Section 14 that
---------------------------------------------------------------------------
currently provides,
Opening Price. If the Potential Opening Price is at or within
the Boundary Prices, the Potential Opening Price becomes the Opening
Price. If the Potential Opening Price is not at or within the
Boundary Prices, the Opening Price will be the price closest to the
Potential Opening Price that satisfies the maximum quantity criteria
without leaving unexecuted contracts on the bid or offer side of the
market at that price and is at or within the Boundary Prices. If the
bid Boundary Price is higher than the offer Boundary Price, or if no
valid Opening Price can be found at or within the Boundary Prices,
there will be no trade in the Complex Opening Price Determination
and the complex strategy will open pursuant to the Complex
Uncrossing Process described in Supplementary Material .06(b) to
this Rule.
The Exchange proposes to amend this rule to instead provide,
If the Potential Opening Price is at or within the Boundary
Prices, the Potential Opening Price becomes the Opening Price and
the complex strategy will open pursuant to Supplementary Material
.05(d)(5) to this Rule. If the bid Boundary Price is higher than the
offer Boundary Price, or if no valid Potential Opening Price can be
found at or within the Boundary Prices, there will be no trade in
the Complex Opening Price Determination and the complex strategy
will open pursuant to the Complex Uncrossing Process described in
Supplementary Material .06(b) to this Rule.
With the proposed change, if the Potential Opening Price is at or
within the Boundary Prices, the Potential Opening Price becomes the
Opening Price and the complex strategy will open pursuant to the
Uncrossing described in Supplementary Material .05(d)(5) of MRX Options
3, Section 14, as is the case today. However, as is the case today, if
the bid Boundary Price is higher than the offer Boundary Price, or if
no valid Potential Opening Price can be found at or within the Boundary
Prices, there will be no trade in the Complex Opening Price
Determination and the complex strategy will open pursuant to the
Complex Uncrossing process described in Supplementary Material .06(b)
of MRX Options 3, Section 14 pursuant to the proposed amendment to the
Complex Opening Price Determination.
Complex Order Risk Protections
The Exchange proposes a non-substantive amendment to the title of a
Complex Order Risk Protection in MRX Options 3, Section 16, Complex
Order Risk Protections. Specifically, the Exchange proposes to amend
MRX Options 3, Section 16(c)(1) to change the title from ``Limit Order
Price Protection'' to ``Complex Order Price Protection.'' The Exchange
believes the proposed title more accurately describes the risk
protection. The Exchange also proposes a non-substantive amendment to
correct an incorrect citation in MRX Options 3, Section 16(b) to
``Options 2, Section 11.'' The correct citation is ``Options 3, Section
11.'' Correcting this citation will make clear what was section was
being referenced.
Implementation
The Exchange intends to begin implementation of the proposed rule
change prior to December 23, 2022. The implementation would commence
with a limited symbol migration and continue to migrate symbols over
several weeks. The Exchange will issue an Options Trader Alert to
Members to provide notification of the symbols that will migrate and
the relevant dates.
2. Statutory Basis
The Exchange believes that its proposal is consistent with Section
6(b) of the Act,\62\ in general, and furthers the objectives of Section
6(b)(5) of the Act,\63\ in particular, in that it is designed to
promote just and equitable principles of trade and to protect investors
and the public interest for the reasons discussed below.
---------------------------------------------------------------------------
\62\ 15 U.S.C. 78f(b).
\63\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
Legging Order
Amending MRX Options 3, Section 7(k)(1) to add a provision which
states that a Legging Order will not be generated during a Posting
Period in progress on the same side in the series pursuant to Options
3, Section 15 regarding Acceptable Trade Range, is consistent with the
Act because from a System processing and user acceptance standpoint,
the best practice is to wait for the ATR Posting Period to complete
before attempting to generate a Legging Order on the same side in the
series, as the time required to complete the ATR Posting Period is
minimal. The proposed change is designed to protect investors and the
public interest as automatically generated Legging Orders would be
removed from the single-leg order book when they are no longer at the
Exchange's displayed best bid or offer. Generating a Legging Order
during a Posting Period in progress on the same side in the series
would lead to the immediate removal of the Legging Order from the
single-leg order book, making it superfluous to have been generated.
Phlx's legging order rule in Options 3, Section 14(f)(iii)(C)(2) \64\
has the same restriction on generating legging orders as proposed
herein.
---------------------------------------------------------------------------
\64\ See note 8 above. [sic]
---------------------------------------------------------------------------
Re-Pricing
The Exchange believes that amending Options 3, Section 12(c) and
(d) and Options 3, Section 14(b)(19) to account for re-pricing of
quotes and orders that would otherwise lock or cross an away market, as
provided in Options 3, Section 4(b)(6) and (7) and Options 3, Section
5(c) and (d) of SR-MRX-2022-16, is consistent with the Act.
As discussed above with the implementation of re-pricing as
provided in Options 3, Section 4(b)(6) and (7) and Options 3, Section
5(c) and (d), interest could be available on the Exchange at a price
that is better than the NBBO but is non-displayed (i.e. the Exchange's
non-displayed order book or internal BBO). The proposed addition of
``internal BBO'' to Options 3, Section 12(c) and (d) will ensure that
Members continue to submit Qualified Contingent Cross Orders and
Complex Qualified Contingent Cross Orders at prices equal to or better
than the best prices available in the market and ensure that these
orders are not executed ahead of better-priced interest. By including
``internal BBO'' the Exchange ensures that such Qualified Contingent
Cross Orders and Complex Qualified Contingent Cross Orders will
continue to be executed at the best price and would not be executed
ahead of better-priced interest.
Further, with respect to the amendment to Options 3, Section
14(b)(19), regarding Complex Preferenced Orders, the addition of
``internal BBO'' is designed to ensure that Complex Preferenced Orders
are not allocated unless the Preferred Market Maker is quoting at the
better of the internal BBO (which could be better than the NBBO) or the
NBBO for a component leg(s) of the Complex Preferenced Order at the
time the Complex Preferenced Order is received.
Changes to the Single-Leg Price Improvement Mechanism for Crossing
Transactions
The Exchange's proposal to amend MRX Options 3, Section 13(d)(4),
related to single-leg PIM, to not permit unrelated marketable interest,
on the opposite side of the market from the Agency Order, which is
received during a single-leg PIM to early terminate a single-leg PIM is
consistent with the Act
[[Page 58583]]
and promotes just and equitable principles because allowing the auction
to run its full course would provide a full opportunity for price
improvement to the Crossing Transaction. The unrelated interest would
participate in the single-leg PIM allocation pursuant to MRX Options 3,
Section 13(d), if residual contracts remain after executing with
interest on the single-leg order book. Today, Phlx \65\ and BX \66\ do
not permit unrelated interest on the same or opposite side of an Agency
Order to early terminate their simple price improvement auctions.
---------------------------------------------------------------------------
\65\ See note 14 above. [sic]
\66\ See note 15 above. [sic]
---------------------------------------------------------------------------
The proposed amendment in MRX Options 3, Section 13(c)(5)(ii),
related to single-leg PIM, applies to the receipt of marketable orders
both on the same side and opposite side of the Agency order. With
respect to the same side of the Agency Order, today, an unrelated
market or marketable limit order in the same series on the same side of
the Agency Order would cause the single-leg PIM to early terminate as
well. The proposal promotes just and equitable principles of trade
because a market or marketable limit order in the same series on the
same side of the Agency Order cannot interact with a single-leg PIM
auction. The market or marketable limit order may interact with the
order book, and if there are residual contracts that remain from the
market or marketable order in the same series on the same side of the
Agency Order, they will rest on the order book and improve the BBO
beyond the price of the Crossing Transaction which will cause early
termination of the single-leg PIM pursuant to proposed MRX Options 3,
Section 13(c)(5)(ii). The Exchange believes that this outcome would
allow for the single-leg PIM exposure period to continue for the full
period despite the receipt of unrelated marketable interest on the same
side of the market from the Agency Order, provided residual interest
does not go on to rest on the order book improving the BBO beyond the
price of the Crossing Transaction of the PIM. Allowing the single-leg
PIM to run its full course protects investors and the general public
because it would provide an opportunity for price improvement to the
Agency Order.
Amending current MRX Options 3, Section 13(c)(5)(iii) to align the
rule text more closely with BX Options 3, Section 13(ii)(B)(2) \67\ is
consistent with the Act because it removes any ambiguity that a market
or marketable limit order priced more aggressively than the Agency
Order on the same side could ultimately rest on the order book,
improving the BBO beyond the price of the Crossing Transaction of the
PIM and, therefore, cause the early termination of a single-leg PIM.
Continuing to permit a single-leg PIM to early terminate any time the
Exchange best bid or offer improves beyond the price of the Crossing
Transaction on the same side of the market as the Agency Order protects
investors and the general public because the Crossing Transaction
Agency Order's price is inferior to the Exchange's best bid or offer on
the same side of the market as the Agency Order. Upon early termination
of the single-leg PIM, the Crossing Transaction would execute against
responses that arrived prior to the time the Exchange's best bid or
offer improved beyond the Crossing Transaction. The proposed amendment
to the rule text is not intended to amend the current System
functionality, rather it is intended to make clear that a market or
marketable limit order could ultimately rest on the order book and
improve the BBO beyond the price of the Crossing Transaction.
---------------------------------------------------------------------------
\67\ See note 17 above. [sic]
---------------------------------------------------------------------------
Adding proposed new MRX Options 3, Section 13(c)(5)(iii), which
describes the automatic termination of the exposure period resulting
from a trading halt on the Exchange in the affected series, is
consistent with the Act because a trading halt would cause an option
series to stop trading on MRX and thereby impact the PIM auction.
Today, if a trading halt is initiated after an order is entered into
the single-leg PIM, such auction will be automatically terminated
without execution. Of note, the Exchange is separately proposing to
amend MRX Options 3, Section 13(d)(5) \68\ to change System behavior
such that if a trading halt is initiated after an order is entered into
the single-leg PIM, such auction will be automatically terminated with
execution solely with the Counter-Side Order.\69\ The proposed
amendment to MRX Options 3, Section 13(c)(5)(iii) protects investors
and the general public by making clear that a trading halt would lead
to early termination of a single-leg PIM. This amendment is not
intended to amend the current System functionality, rather it is
intended to make clear that a trading halt will cause the single-leg
PIM to early terminate.
---------------------------------------------------------------------------
\68\ See note 18 above. [sic]
\69\ SR-MRX-2022-5P [sic] proposes to renumber MRX Options 3,
Section 13(d)(5) as Options 3, Section 13(d)(6), and proposes to
amend the rule text to state, ``If a trading halt is initiated after
an order is entered into the Price Improvement Mechanism, such
auction will be automatically terminated with execution solely with
the Counter-Side Order.''
---------------------------------------------------------------------------
Changes to the Complex PIM
Deleting MRX Options 3, Section 13(e)(4)(vi) within Complex PIM, as
well as a paragraph in Supplementary Material .01(b)(ii) of MRX Options
3, Section 14 discussing Complex Order Exposure, related to the early
termination of single-leg PIM from the arrival of unrelated marketable
interest on either the same or opposite side of the market from the
Agency Order, is consistent with the Act because a single-leg PIM will
no longer early terminate from the arrival of unrelated marketable
interest on either the same or opposite side of the market from the
Agency Order and because the flash functionality will no longer
exist.\70\ The removal of the aforementioned rule text will protect
investors and the public by avoiding confusion as the scenarios
contemplated by MRX Options 3, Section 13(e)(4)(vi) and Supplementary
Material .01(b)(ii) of MRX Options 3, Section 14 will no longer be able
to occur.
---------------------------------------------------------------------------
\70\ See note 24 above. [sic]
---------------------------------------------------------------------------
Delayed Functionality
The Exchange's proposal to delay the implementation of certain
stock-tied functionality in connection with the technology migration is
consistent with the Act as it will allow the Exchange additional time
to code, test and implement this functionality on the enhanced
platform. The Delayed Functionalities will not be available for symbols
that migrated to the platform and thereafter, until such time as the
Exchange recommenced their availability by announcing a date in an
Options Trader Alert, which date would be prior to one year from the
start of the migration of the symbols to the platform. The Exchange is
staging the migration to provide maximum benefit to its Members while
also ensuring a successful rollout. As noted above, the Exchange is
contemplating amendments to its stock-tied functionality and desires
additional time to draft and code those changes before reintroducing
stock-tied on MRX.\71\ While no Member will be able to utilize the
Delayed Functionalities on MRX to accomplish an options transaction
with stock until they are reactivated on MRX, the Exchange notes that
today, ISE offers the Delayed Functionalities and the ability to
transact options with stock would be
[[Page 58584]]
available on ISE for Members, as is the case today.
---------------------------------------------------------------------------
\71\ MRX would also need time to submit any related rule filings
with the Commission prior to reintroducing this functionality.
---------------------------------------------------------------------------
Other Complex Order Amendments
Opening Only Complex Order
The Exchange's proposal to remove the word ``Limit'' within the
description of the Opening Only Complex Order Type in MRX Options 3,
Section 14(b)(10) is consistent with the Act because it allows Opening
Only Complex Orders to be submitted as Market Orders or Limit Orders.
The Exchange believes that allowing Market and Limit Orders to be
submitted within the Complex Opening Process promotes just and
equitable principles of trade. Market Orders are typically the most
aggressively priced orders while Limit Orders have a limit price
contingency that Market Orders do not have. Allowing both of these
order types to participate in the Complex Opening Process protects
investors and the general public because it allows greater liquidity to
be present to determine the Opening Price. All Members may enter both
Market Orders and Limit Orders in the Complex Opening Process as well
as intra-day. This proposal is consistent with current System
operations.
Complex QCC With Stock Orders
The Exchange's proposal to amend an incorrect citation with MRX
Options 3, Section 14(b)(15), related to Complex QCC with Stock Orders,
is consistent with the Act because the current citation to MRX Options
3, Section 12(e) in the description of this order type should be to MRX
Options 3, Section 12(f). This non-substantive amendment will make
clear what was meant by the reference.
Complex Preferenced Orders
The Exchange's proposal to add ``Complex Preferenced Orders'' to
the list of Complex Order Types in MRX Options 3, Section 14(b) is
consistent with the Act because the Exchange believes that this order
type will promote just and equitable principles of trade because the
order type will continue to encourage Preferred Market Makers to quote
aggressively in an effort to execute against the Complex Preferenced
Order. Preferred Marker Makers are not able to ascertain if a
particular order is a Complex Preferenced Order. The Exchange believes
the proposal will protect investors and the general public by
encouraging greater order flow to be sent to the Exchange through
Complex Preferenced Orders and that this increased order flow will
benefit all market participants on the Exchange because they may
interact with that order flow.
The proposal promotes just and equitable principles of trade
because it continues to prioritize Priority Customer \72\ Orders on the
single-leg order book. Priority Customers have priority over non-
Priority Customer interest at the same price in the same options series
on the single-leg order book.\73\ Complex Preferenced Orders are
allocated based on the competitive bidding of market participants. The
Exchange's proposal promotes just and equitable principles of trade as
a Preferred Marker Maker must be at the NBBO for a component leg(s) of
the Complex Preferenced Order at the time the Complex Preferenced Order
is received. Moreover, participation entitlements for Preferred Market
Makers are designed to balance the obligations \74\ that the Preferred
Market Maker has to the market with corresponding benefits. In its
approval of other options exchange preferenced or directed order
programs, the Commission has, like proposals to amend a specialist
guarantee, focused on whether the percentage of the ``entitlement''
would rise to a level that could have a material adverse impact on
quote competition within a particular exchange, and concluded that such
programs do not jeopardize market integrity or the incentive for market
participants to post competitive quotes.\75\
---------------------------------------------------------------------------
\72\ The term ``Priority Customer'' means a person or entity
that (i) is not a broker or dealer in securities, and (ii) does not
place more than 390 orders in listed options per day on average
during a calendar month for its own beneficial account(s). See
Options 1, Section 1(a)(36).
\73\ See MRX Options 3, Section 10(c)(1)(A).
\74\ Primary Market Makers are obligated to quote in the Opening
Process pursuant to MRX Options 3, Section 8(c) as well as intra-day
pursuant to Options 2, Section 5(e), in addition to other
obligations noted within MRX Options 2, Sections 4-8.
\75\ See Securities Exchange Act Release Nos. 74129 (January 23,
2015), 80 FR 4954 at 4955 (January 29, 2015) (SR-BX-2014-049) (Order
Approving Proposed Rule Change Relating to Directed Market Makers);
and 51759 (May 27, 2005), 70 FR 32860 at 32861(June 6, 2005) (SR-
Phlx-2004-91) (Order Approving Proposed Rule Change and Notice of
Filing and Order Granting Accelerated Approval to Amendment No. 1
Thereto To Establish a Directed Order Process for Orders Delivered
to the Phlx Via AUTOM).
---------------------------------------------------------------------------
Further, adding this existing order type, which is described in MRX
Options 2, Section 10, would complete the list of Complex Order types
in MRX Options 3, Section 14(b). The addition of Complex Preferenced
Orders to the list of order types in MRX Options 3, Section 14(b) will
make clear to Members the availability of Complex Preferenced Orders.
Both Phlx \76\ and MIAX \77\ have a similar order type.
---------------------------------------------------------------------------
\76\ See note 46 above. [sic]
\77\ See note 47 above. [sic]
---------------------------------------------------------------------------
Options 3, Section 14(c)(2) and MRX Supplementary Material .02 to
Options 3, Section 14
Correcting an incorrect reference to ``ISE'' with MRX Options 3,
Section 14(c)(2), which should be to ``MRX,'' will add clarity to the
rule; this amendment is non-substantive. The Exchange's proposal to
make a technical correction in Supplementary Material .02 of MRX
Options 3, Section 14 to amend the word ``which'' to ``whom'' is a non-
substantive amendment.
Complex Opening Price Determination
The Exchange's proposal to amend the citation within Supplementary
Material .05(d)(2) to Options 3, Section 14, related to the Potential
Opening Price, is consistent with the Act because the current citation
to Supplementary Material .06(b) should be to Supplementary Material
.05(b). This non-substantive amendment will make clear what was meant
by the reference.
The Exchange's proposal to amend Supplementary Material .05(d)(3)
of MRX Options 3, Section 14, which describes the Complex Opening Price
Determination, is consistent with the Act because the proposed new
Complex Opening Process would allow for additional contracts to be
included in the Potential Opening Price calculation. This proposed
methodology would protect investors and the general public by leading
to better price discovery and more contracts executing as part of the
Complex Opening Price Determination. With this proposal, when the
interest does not match the size and there is more than one Potential
Opening Price at which the interest may execute, then the Exchange
would calculate a Potential Opening Price using the mid-point of the
highest (lowest) executable offer (bid) price and the next available
executable offer (bid) price rounded, if necessary, down (up) to the
closest minimum trading increment. As a result, the proposal promotes
just and equitable principles of trade as more options contracts are
likely to be executed at better prices than under current rule. This
behavior differs from MRX's current opening rule in that, today, the
Exchange would calculate the Potential Opening Price as the highest
(lowest) executable bid (offer) when there would be contracts left
unexecuted on the bid (offer) side of the
[[Page 58585]]
complex market. The proposed methodology is similar to Phlx.\78\
---------------------------------------------------------------------------
\78\ See Phlx Options 3, Section 14(d)(ii)(C)(2).
---------------------------------------------------------------------------
Further, the proposed amendment promotes just and equitable
principles of trade by allowing Market Complex Orders to participate in
the Opening Price Determination process in a broader capacity than the
MRX opening rule allows for today. Today, if there are only Market
Complex Orders on both sides of the market, or if there are Market
Complex Orders on the bid (offer) side of the market for greater than
the total size of Complex Orders on the offer (bid) side of the market,
then MRX will not trade in the Complex Opening Price Determination
process and would instead open pursuant to an Uncrossing pursuant to
Supplementary Material .06(b) of MRX Options 3, Section 14. The
proposed rule would have the Boundary Price assign limits to the
Opening Price and, therefore, permit Market Complex Orders to
participate in the Complex Opening Process, without limitation to the
benefit of investors and the public interest. With this change, MRX
would permit a complex strategy to calculate an Opening Price utilizing
a greater number of Market Complex Orders, which benefits the Opening
Process by taking into account these more aggressively priced orders
\79\ while also bringing more liquidity into the Opening Price
calculation. The amendment is designed to promote just and equitable
principles of trade as it will benefit Members by smoothing the way for
the complex strategy to open with Market Complex Orders.
---------------------------------------------------------------------------
\79\ The allowance of a greater number of Market Complex Orders
within the Opening Process provides a greater depth of price
discovery for an options series. As noted above, the Boundary Price
would assign limits to the Opening Price, therefore preventing
Market Complex Orders which are aggressively priced from negatively
impacting the Opening Price.
---------------------------------------------------------------------------
Finally, the proposed amendments to the Complex Opening Process
should promote just and equitable principles by allowing a complex
strategy to open pursuant to Supplementary Material .05(d)(4) of MRX
Options 3, Section 14, with less contracts becoming subject to the
Uncrossing pursuant to Supplementary Material .05(d)(5) of MRX Options
3, Section 14. As a result of this change, more interest would be able
to trade within the Opening Process, ensuring a greater number of
contracts are executed on MRX at the opening and lessening the
likelihood that contracts which remain unmatched during the Uncrossing
receive no execution.\80\
---------------------------------------------------------------------------
\80\ Unmatched orders would rest on the order book with the
potential to execute intra-day.
---------------------------------------------------------------------------
Complex Order Risk Protections
The Exchange does not believe that the proposed rule change will
impose any burden on competition not necessary or appropriate in
furtherance of the purposes of the Act.
Legging Orders
Amending MRX Options 3, Section 7(k)(1) to add a provision which
states that a Legging Order will not be generated during a Posting
Period in progress on the same side in the series pursuant to Options
3, Section 15 regarding Acceptable Trade Range does not impose an undue
burden on intra-market competition because the amendment will apply
equally to all Members as Legging Orders are generated by the System.
Additionally, this proposal does not impose an undue burden on
inter-market competition as other options exchanges may adopt Legging
Orders and similar rules for the generation of such orders. Today,
Phlx's legging order rule in Options 3, Section 14(f)(iii)(C)(2) has
the same restriction as proposed to be added to MRX's Legging Order
rule in MRX Options 3, Section 7(k)(1).\81\
---------------------------------------------------------------------------
\81\ See note 8 above. [sic]
---------------------------------------------------------------------------
Re-Pricing
Adding language consistent with re-pricing within Options 3,
Section 12(c) and (d) and Options 3, Section 14(b)(19) does not impose
an undue burden on competition, rather it will ensure that the rules
conform to the concept of re-pricing at an internal BBO within Options
3, Section 4(b)(6) and (7) and Options 5(c) and (d) which recently
became effective.\82\ With this recent change, re-priced quotes and
orders are accessible on the Exchange's order book at the non-displayed
price. Amending Options 3, Section 12(c) and (d) to utilize the
``internal BBO'' language would continue to require Members to submit
Qualified Contingent Cross Orders and Complex Qualified Contingent
Cross Orders at the best price to receive an execution. Furthermore,
amending Options 3, Section 14(b)(19) to utilize the ``internal BBO''
language would continue to require Members to quote at the best price
to receive allocation of a Complex Preferenced Order. The introduction
of ``internal BBO'' will ensure that Qualified Contingent Cross Orders
and Complex Qualified Contingent Cross Orders do not execute if better-
priced interest is available and that a Complex Preferenced Order would
not receive a Preferred Market Maker allocation if better-priced
interest was available.
---------------------------------------------------------------------------
\82\ See SR-MRX-2022-16.
---------------------------------------------------------------------------
Changes to the Single-Leg Price Improvement Mechanism for Crossing
Transactions
The Exchange's proposal to amend MRX Options 3, Section 13(d)(4),
MRX Options 3, Section 13(c)(5)(ii) and (iii), and add a proposed new
MRX Options 3, Section 13(c)(5)(iii), related to single-leg PIM, does
not impose an undue burden on intra-market competition because the
amendment will apply equally to all Members. All Members may utilize
PIM.
The Exchange's proposal to amend MRX Options 3, Section 13(d)(4),
MRX Options 3, Section 13(c)(5)(ii) and (iii), and add a proposed new
MRX Options 3, Section 13(c)(5)(iii), related to single-leg PIM, does
not impose an undue burden on inter-market competition because other
options exchanges may adopt similar rules. Today, Phlx \83\ and BX \84\
do not permit unrelated marketable interest on either the same or
opposite side of the market from an Agency Order to early terminate
their simple price improvement auctions.
---------------------------------------------------------------------------
\83\ See note 14 above. [sic]
\84\ See note 15 above. [sic]
---------------------------------------------------------------------------
Changes to the Complex PIM
Deleting MRX Options 3, Section 13(e)(4)(vi) within Complex PIM, as
well as a related paragraph in Supplementary Material .01(b)(ii) of MRX
Options 3, Section 14, which describes Complex Order Exposure, related
to the early termination of single-leg PIM as a result of the arrival
of unrelated marketable interest on either the same or the opposite
side of the market from the Agency Order does not impose an undue
burden on intra-market competition because the amendment will apply
equally to all Members. All Members may utilize Complex PIM.
Deleting MRX Options 3, Section 13(e)(4)(vi) within Complex PIM, as
well as a related paragraph in Supplementary Material .01(b)(ii) of MRX
Options 3, Section 14, which describes Complex Order Exposure, related
to the early termination of single-leg PIM from the arrival of
unrelated marketable interest on either the same or opposite side of
the market from the Agency Order does not impose an undue burden on
inter-market competition as other options exchanges may adopt similar
rules. Today, Phlx \85\ and BX \86\ do not permit unrelated marketable
interest on either the same
[[Page 58586]]
or opposite side of the market from an Agency Order to early terminate
their simple price improvement auctions.
---------------------------------------------------------------------------
\85\ See note 14 above. [sic]
\86\ See note 15 above. [sic]
---------------------------------------------------------------------------
Delayed Functionality
The Exchange's proposal to delay the implementation of certain
stock-tied functionality in connection with the technology migration
does not impose an undue burden on intra-market competition as no
Member will be able to utilize the Delayed Functionalities.
Furthermore, ISE offers the Delayed Functionalities today.
The Exchange's proposal to delay the implementation of certain
stock-tied functionality in connection with the technology migration
does not impose an undue burden on inter-market competition because the
Exchange does not believe that the proposed rule change will impact the
intense competition that exists in the options market. Today, ISE
offers the Delayed Functionalities.
Other Complex Order Amendments
The Exchange does not believe that the proposed amendments to the
Complex Orders rule will impose any significant burden on inter-market
competition. Other exchanges today offer complex order functionalities.
These options markets may amend their rules to mirror those of MRX.
Other options exchanges offer orders similar to Complex Preferenced
Orders.\87\ Additionally, the proposed Complex Opening Process is
similar to Phlx.\88\ Finally, the proposed Complex Opening Process
methodology would allow MRX to compete with other options exchanges
that offer Complex Order functionality.
---------------------------------------------------------------------------
\87\ See e.g. Phlx Options 2, Section 10 and MIAX Rule 100.
\88\ See Phlx Options 3, Section 14(d)(ii)(C)(2).
---------------------------------------------------------------------------
Opening Only Complex Order
The Exchange's proposal to remove the word ``Limit'' within the
description of the Opening Only Complex Order Type in MRX Options 3,
Section 14(b)(10) does not impose an undue burden on intra-market
competition because this proposed change will apply to all Members.
Complex QCC With Stock Orders
The Exchange's proposal to amend an incorrect citation with MRX
Options 3, Section 14(b)(15), related to Complex QCC with Stock Orders,
does not impose an undue burden on intra-market competition because the
amendment is non-substantive.
Complex Preferenced Orders
The Exchange's proposal to add ``Complex Preferenced Orders'' to
the list of Complex Order Types in MRX Options 3, Section 14(b) does
not impose an undue burden on intra-market competition. Preferred
Market Makers have obligations \89\ unlike other market participants.
The allocation entitlements for Preferred Market Makers are designed to
balance the obligations that the Preferred Market Makers has to the
market with corresponding benefits. In order to receive the
participation entitlement for a Complex Preferenced Order, Preferred
Market Makers are required to quote 90% of the trading day as compared
to Market Makers who are required to quote 60% of the trading day.\90\
Further, Priority Customers \91\ have priority over non-Priority
Customer interest at the same price in the same options series on the
single-leg order book.\92\
---------------------------------------------------------------------------
\89\ See MRX Options 2, Section 5.
\90\ See MRX Options 2, Section 5.
\91\ See note 68 above. [sic]
\92\ See MRX Options 3, Section 10(c)(1)(A).
---------------------------------------------------------------------------
At the time of receipt of the Complex Preferenced Order, a
Preferred Market Maker would have to be quoting at the NBBO, which is
intended to incentivize the Preferred Market Maker to quote
aggressively in order to execute against the Complex Preferenced Order.
Preferred Marker Makers are not able to ascertain if a particular order
is a Complex Preferenced Order. The Exchange believes the proposal will
encourage Market Makers to quote tighter and add a greater amount of
liquidity on MRX in an attempt to interact with Complex Preferenced
Orders that are sent to the Exchange. This order flow will benefit all
market participants on the Exchange because any MRX Member may interact
with that order flow. Finally, any MRX Member on the single-leg or
Complex Order Book may trade with a Complex Preferenced Order. Also,
any MRX Market Maker may elect to receive Preferenced Order.
Options 3, Section 14(c)(2) and MRX Supplementary Material .02 to
Options 3, Section 14
Correcting an incorrect reference to ``ISE'' with MRX Options 3,
Section 14(c)(2), which should be to ``MRX,'' will add clarity to the
rule; this amendment is non-substantive. The Exchange's proposal to
make a technical correction in Supplementary Material .02 of MRX
Options 3, Section 14 to amend the word ``which'' to ``whom'' is a non-
substantive amendment.
Complex Opening Price Determination
The Exchange's proposal to amend an incorrect citation within
Supplementary Material .05(d)(2) to Options 3, Section 14, related to
the Potential Opening Price, does not impose an undue burden on intra-
market competition because the amendment is non-substantive.
The Exchange's proposal to amend Supplementary Material .05(d)(3)
to MRX Options 3, Section 14, which describes the Complex Opening Price
Determination, does not impose an undue burden on intra-market
competition because all Members may submit interest into the Complex
Opening Process.
Complex Order Risk Protections
The Exchange's proposal to amend the title of a Complex Order Risk
Protection in Options 3, Section 16, Complex Order Risk Protections is
a non-substantive amendment.
III. Discussion and Commission Findings
The Commission finds that the proposed rule change, as modified by
Amendment No. 1, is consistent with the requirements of the Act and the
rules and regulations thereunder applicable to a national securities
exchange.\93\ In particular, the Commission finds that the proposed
rule change is consistent with Section 6(b)(5) of the Act,\94\ which
requires, among other things, that the rules of a national securities
exchange be designed to prevent fraudulent and manipulative acts and
practices, to promote just and equitable principles of trade, to remove
impediments to and perfect the mechanism of a free and open market and
a national market system, and, in general, to protect investors and the
public interest.
---------------------------------------------------------------------------
\93\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
\94\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------
A. Legging Orders
The Exchange proposes to amend MRX Options 3, Section 7(k)(1) to
provide that a Legging Order will not be generated during an ATR
Posting Period, as provided in Options 3, Section 15, on the same side
in the series. The Exchange states that during an ATR Posting Period,
an order could increase (decrease) past the price of any Legging Order
generated on the bid (offer) as the order works its way through the
order book.\95\ The Exchange further states because Legging Orders
[[Page 58587]]
are removed from the order book when they are no longer at the
Exchange's displayed best bid or offer, generating a Legging Order
during a Posting Period in progress on the same side in the series
would lead to the immediate removal of the Legging Order.\96\ The
Commission believes that not generating a Legging Order during an ATR
Posting Period on the same side in the series will protect investors
and the public interest by avoiding the generation of an order that
would be removed immediately, which should help to provide for orderly
trading on the Exchange and the efficient operation of the Exchange's
system. Another options exchange also does not generate legging orders
under these circumstances.\97\
---------------------------------------------------------------------------
\95\ See Amendment No. 1 at 7.
\96\ See id.
\97\ See Phlx Options 3, Section 14(f)(iii)(C)(2).
---------------------------------------------------------------------------
B. Repricing and the Internal BBO
The Exchange recently adopted a re-pricing functionality for
certain quotes and orders that lock or cross an away market's
price.\98\ As described more fully above, these re-priced orders and
quotes may rest on the Exchange's order book at non-displayed prices
(the internal BBO), which may be better than the NBBO. Currently, a
Qualified Contingent Cross Order must be executed at a price that is at
or between the NBBO, and the component legs of a Complex Qualified
Contingent Cross Order must executed at a price that is at or between
the NBBO for the series.\99\ The Exchange proposes to amend its rules
to require a Qualified Contingent Cross Order to execute at a price
that is at or between the better of the internal BBO or the NBBO, and
to require each component leg of a Complex Qualified Contingent Cross
Order to execute at a price that is at or between the better of the
internal BBO or the NBBO for the individual series.\100\ Because MRX's
non-displayed internal BBO could be better than the NBBO for a series,
the Commission believes that requiring a Qualified Contingent Cross
Order and the component legs of a Complex Qualified Contingent Cross
Order to execute at a price that is at or between the better of the
internal BBO or the NBBO for that series will protect investors and the
public interest by effectively maintaining the existing requirement in
the Exchange's rules that the option leg(s) of Qualified Contingent
Cross and Complex Qualified Contingent Cross Orders execute at a price
that is at or between best prices available for the options leg(s).
---------------------------------------------------------------------------
\98\ See SR-MRX-2022-16, supra note 6.
\99\ Qualified Contingent Cross and Complex Qualified Contingent
Cross Orders also must satisfy other requirements, including not
trading at the same price as resting Priority Customer Orders. See
MRX Options 3, Sections 12(c) and (d).
\100\ See proposed MRX Options 3, Sections 12(c) and (d). As
discussed below, MRX also proposes to include a reference to the
internal BBO in its proposed rules providing for Complex Preferenced
Orders.
---------------------------------------------------------------------------
C. Price Improvement Mechanism for Crossing Transactions
1. Single-Leg PIM
The Exchange proposes to amend MRX Options 3, Sections 13(c)(5) and
(d)(4), relating to the termination of a single-leg PIM auction.
Incoming Interest That Will Not Cause an Early Termination
The Exchange proposes to amend MRX Options 3, Section 13(d)(4) to
provide that unrelated market or marketable interest (against the MRX
BBO) on the opposite side of the market from the Agency Order received
during the exposure period for a single-leg PIM auction will not cause
the exposure period to end early and will execute against interest
outside of the Crossing Transaction. The Commission believes that
allowing the single-leg PIM exposure period to continue despite the
receipt of unrelated market or marketable interest on the opposite side
of the market from the Agency Order will benefit investors by providing
the Agency Order with additional time to receive price improvement and
allowing the unrelated interest to seek an execution against interest
outside of the Crossing Transaction, including against interest on the
Exchange's order book. If contracts remain from the unrelated order at
the time the exposure period ends, they will be considered for
participation in the single-leg PIM allocation process described in MRX
Options 3, Section 13(d)(3).\101\ Other options exchanges do not
terminate their price improvement auctions upon receipt of unrelated
interest on the opposite side of the market from an agency order.\102\
---------------------------------------------------------------------------
\101\ See proposed MRX Rule Options 3, Section 13(d)(4).
\102\ See, e.g., Phlx Options 3, Section 13(b)(4) (providing
that an unrelated market or marketable Limit Order (against the
PBBO) on the opposite side of the market from the PIXL Order
received during the Auction will not cause the Auction to end early
and will execute against interest outside of the Auction); and BX
Options 3, Section 13(ii)(D) (providing that unrelated market or
marketable interest (against the BX BBO) on the opposite side of the
market from the PRISM Order received during the Auction will not
cause the Auction to end early and will execute against interest
outside of the Auction).
---------------------------------------------------------------------------
The Exchange proposes to delete current MRX Options 3, Section
13(c)(5)(ii), which states that the PIM exposure period will
automatically terminate ``upon the receipt of a market or marketable
limit order on the Exchange in the same series.'' As discussed above,
proposed MRX Options 3, Section 13(d)(4) states that unrelated market
or marketable interest on the opposite side of the market from the
Agency Order will not cause the exposure period to end early. The
Commission believes that allowing the single-leg PIM to continue after
the receipt of a market or marketable limit order in the series on the
same side of the market as the Agency Order, unless the incoming order
causes the Exchange's best bid or offer to improve beyond the price of
the Crossing Transaction on the same side, as provided in proposed MRX
Options 3, Section 13(c)(5)(ii), will benefit investors by providing
the Agency Order with additional time to receive price improvement. In
addition, the Exchange states that the proposed change is consistent
with BX's PRISM Auction and Phlx's PIXL, which do not terminate early
when the exchange receives an unrelated market or marketable limit
order in the same series on the same side of the market as the Agency
Order, unless the exchange's best bid or offer improves beyond the
price of the Crossing Transaction on the same side.\103\
---------------------------------------------------------------------------
\103\ See Amendment No. 1 at 14.
---------------------------------------------------------------------------
Same-Side Interest That Will Cause an Early Termination
The proposal replaces current Options 3, Section 13(c)(5)(iii),
which provides that the exposure period will automatically terminate
``upon the receipt of a non-marketable limit order in the same series
on the same side of the market as the Agency Order that would cause the
Crossing Transaction to be outside of the best bid of offer on the
Exchange,'' with proposed Options 3, Section 13(c)(5)(ii), which states
that the exposure period will automatically terminate ``any time the
Exchange best bid or offer improves beyond the price of the Crossing
Transaction on the same side of the market as the Agency Order.'' The
Exchange states that new Section 13(c)(5)(ii) is designed to remove any
ambiguity that a market or marketable limit order priced more
aggressively than the Agency Order could improve the Exchange's best
bid or offer beyond the price of the Crossing Transaction and cause the
PIM to terminate early.\104\ The Exchange states that termination of
the exposure period is necessary under these circumstances because the
price of the single-leg PIM would no longer be at the Exchange's best
price and would
[[Page 58588]]
not have execution priority with respect to responses or unrelated
interest that arrives.\105\ In addition, the Exchange states that
termination of the exposure period would permit the execution of
responses received prior to the improvement in the Exchange's best bid
or offer.\106\ The Commission believes that terminating the exposure
period when the Exchange's best bid or offer improves beyond the price
of the Crossing Transaction on the same side as the Agency Order will
protect investors and the public interest by preserving the priority of
the better-priced incoming interest. In addition, another options
exchange terminates its price improvement auction under these
circumstances.\107\
---------------------------------------------------------------------------
\104\ See id. at 16.
\105\ See Amendment No. 1 at 16.
\106\ See id.
\107\ See Nasdaq BX Options 3, Section 13(ii)(B)(2) (stating
that the PRISM Auction will conclude any time the BX BBO crosses the
PRISM Order stop price on the same side of the market as the PRISM
Order).
---------------------------------------------------------------------------
Termination Following a Trading Halt
The Exchange proposes to amend Options 3, Section 13(c)(5) to state
that the exposure period for a single-leg PIM will terminate any time
there is a trading halt on the Exchange in the affected series.\108\
The Commission believes that terminating the PIM exposure period after
a trading halt is consistent with current MRX Options 3, Section
13(d)(5), which states that a PIM auction will terminate automatically
if a trading halt is initiated after an order is entered into the PIM.
Other options exchanges also terminate their price improvement auctions
following a trading halt.\109\
---------------------------------------------------------------------------
\108\ See proposed MRX Options 3, Section 13(c)(5)(iii).
\109\ See BX Options 3, Section 13(ii)(B)(3) (stating that a
PRISM Auction will conclude any time there is a trading halt on the
exchange in the affected series); and Phlx Options 3, Section
13(b)(2)(D) (stating that a PIXL Auction will conclude any time
there is a trading halt on the exchange in the affected series).
---------------------------------------------------------------------------
2. Complex PIM
MRX Options 3, Section 13(e)(4)(vi) describes the processing of
orders when an incoming Complex Order that causes the early termination
of a Complex PIM auction is also marketable against a component leg(s)
of the strategy that is the subject of a concurrent single-leg PIM
auction or an exposure period pursuant to Supplementary Material .02 to
MRX Options 5, Section 2. Supplementary Material .01(b)(iii) to MRX
Options 3, Section 14 describes the processing of orders when an
incoming Complex Order that causes the early termination of the Complex
Order Exposure period is also marketable against a component leg(s) of
the strategy that is the subject of a concurrent single-leg PIM auction
or an exposure period pursuant to Supplementary Material .02 to MRX
Options 5, Section 2. Because MRX has eliminated the flash
functionality exposure period \110\ and because a single-leg PIM will
no longer terminate early due to the arrival of unrelated marketable
interest on either side of the market, as discussed above, the
circumstances and processing addressed in MRX Options 3, Section
13(e)(4)(vi) and Supplementary Material .01(b)(iii) to MRX Options 3,
Section 14 will no longer occur. Accordingly, the Commission believes
that deleting MRX Options 3, Section 13(e)(4)(vi) and Supplementary
Material .01(b)(iii) to MRX Options 3, Section 14 from MRX's rulebook
will protect investors and the public interest by helping to avoid
confusion and maintain the clarity and accuracy of the Exchange's
rules.
---------------------------------------------------------------------------
\110\ See note 28 supra.
---------------------------------------------------------------------------
D. Delayed Functionalities
As described more fully above, the Exchange proposes to amend MRX
Options 3, Sections 7, 11, 12, 13, and 14 to delay the implementation
of Stock-Option Orders, Stock-Complex Orders, QCC with Stock Orders,
and Complex QCC with Stock Orders, in connection with the migration to
the Exchange's new trading platform. The Commission believes that
delaying the implementation of these functionalities will benefit
investors by providing the Exchange with additional time to code, test,
and implement these functionalities. As stated above, the Exchange will
issue Options Trader Alerts to ensure that Members are aware of when
the Delayed Functionalities will be available on the Exchange.\111\
---------------------------------------------------------------------------
\111\ See Amendment No. 1 at 29.
---------------------------------------------------------------------------
E. Complex Order Types
1. Opening Only Complex Orders
The Exchange proposes to amend MRX Options 3, Section 14(b)(10) to
indicate that Opening Only Complex Orders may be submitted as market
orders as well as limit orders. The Exchange's current Complex Opening
Price Determination rules address the participation of Market Complex
Orders in the opening process.\112\ The Commission believes that the
proposed change to MRX Options 3, Section 14(b)(10) will protect
investors and the public interest by providing consistency to the
Exchange's rules and making clear that an Opening Only Complex Order
may be submitted as either a market order or a limit order. Allowing
both Market and Limit Complex Orders to participate in the Complex
Opening Process could result in better price discovery and help to
ensure that the Opening Price incorporates all available trading
interest.
---------------------------------------------------------------------------
\112\ See Supplementary Material .05(d)(3) and (5) to MRX
Options 3, Section 14.
---------------------------------------------------------------------------
2. Complex Preferenced Orders
The Exchange proposes to adopt rules to provide for Complex
Preferenced Orders.\113\ The proposed rules will allow a Preferred
Market Maker that receives a Complex Preferenced Order to receive the
allocation provided in current MRX Options 3, Section 10(c)(1)(C) (the
Preferred Market Maker participation entitlement for single-leg orders)
when the component legs of the Complex Preferenced Order execute
against the Preferred Market Maker's single-leg market quotes, provided
the Preferred Market Maker satisfies certain conditions.\114\ As
described more fully above, an Electronic Access Member designated as a
Preferred Market Maker may receive the Preferred Market Maker
allocation described in MRX Options 3, Section 10(c)(1)(C) when the
component leg(s) of a Complex Preferenced Order execute against the
Preferred Market Maker's single-leg market quotes, provided that the
Preferred Market Maker is quoting at the better of the internal BBO or
the NBBO for a component leg(s) of the Complex Preferenced Order at the
time the Complex Preferenced Order is received.\115\ The Commission has
[[Page 58589]]
previously approved rules of national securities exchanges that provide
for directed order participation entitlements for single-leg
orders.\116\ The Commission has closely scrutinized such exchange rule
proposals where the percentage of enhanced participation would rise to
a level that could have a material adverse impact on quote competition
within a particular exchange.\117\ Under the proposal, a Preferred
Market Maker that is quoting at the better of the internal BBO or the
NBBO for a component leg of a Complex Preferenced Order at the time the
Complex Preferenced Order is received will receive the same
participation entitlement for that leg--the participation entitlement
provided in MRX Options 3, Section 10(c)(1)(C)--as a Preferred Market
Maker that receives a single-leg Preferenced Order. The Commission has
reviewed MRX Options 3, Section 10(c)(1)(C) previously.\118\
---------------------------------------------------------------------------
\113\ See proposed MRX Options 3, Section 14(b)(19).
\114\ MRX Options 3, Section 10(c)(1)(C) provides that after all
Priority Customer orders have been fully executed, upon receipt of a
Preferenced Order pursuant to Supplementary .01 to Options 3,
Section 10, provided the Preferred Market Maker's quote is at the
better of the internal BBO or the NBBO, the Preferred Market Maker
will be afforded a participation entitlement. Preferred Market Maker
participation entitlements will apply only after the Opening
Process. When the Preferred Market Maker is at the same price as a
non- Priority Customer Order or Market Maker quote, pursuant to the
Preferred Market Maker participation entitlement, the Preferred
Market Maker shall receive, with respect to a Preferenced Order, the
greater of: (a) 60% of remaining interest if there is one other non-
Priority Customer Order or Market Maker quote at that price; or 40%
of remaining interest if there are two or more other non-Priority
Customer Orders or Market Maker quotes at that price; (b) the
Preferred Market Maker's Size Pro-Rata share under subparagraph
(c)(1)(E); or (c) the entitlement for Orders of 5 Contracts or Fewer
under subparagraph (c)(1)(D) if the Preferred Market Maker is also
the Primary Market Maker and the incoming Order is for 5 Contracts
or Fewer.
\115\ See proposed MRX Options 3, Section 14(b)(19). The
Commission notes that the proposed requirement that the Preferred
Market Maker be quoting at the better of the internal BBO or the
NBBO for the component leg(s) of a Complex Preferenced Order at the
time the Complex Preferenced Order is received is consistent with
the requirements applicable to single-leg Preferenced Orders. MRX
Options 3, Section 10(c)(1)(B) states that ``After all Priority
Customer orders have been fully executed, provided the Primary
Market Maker's quote is at the better of the internal BBO or the
NBBO, the Primary Market Maker shall be entitled to receive the
allocation described in Options 3, Section 10(c)(1)(B)(i), unless
the incoming order to be allocated is a Preferenced Order and the
Primary Market Maker is not the Preferred Market Maker, in which
case allocation would be pursuant to (c)(1)(C).'' See SR-MRX-2022-
16.
\116\ See, e.g., Securities Exchange Act Release No. 74129
(January 23, 2015), 80 FR 4954 (January 29, 2015) (Order Approving
File No. BX-2014-049) (``BX Order'').
\117\ See id.
\118\ See Securities Exchange Act Release No. 86949 (September
12, 2019), 84 FR 49151 (September 18, 2019) (Notice of Filing and
Immediate Effectiveness of File No. SR-MRX-2019-17).
---------------------------------------------------------------------------
To receive the Preferred Market Maker allocation, a Preferred
Market Maker must be quoting at the better of the internal BBO or the
NBBO for a component leg(s) of the Complex Preferenced Order at the
time the Complex Preferenced Order is received.\119\ The Commission
believes that it is critical that a Preferred Market Maker not be
permitted to step up and match the better of the internal BBO or the
NBBO for the component legs of a Complex Order after it receives a
Complex Preferenced Order to receive the participation
entitlement.\120\ In this regard, the Exchange states that
Supplementary Material .01 to MRX Options 9, Section 1 prohibits a
Member from notifying a Preferred Market Maker of an intention to
submit a Complex Preferenced Order so that the Preferred Market Maker
could change its quotation to match the NBBO immediately prior to
submission of the Complex Preferenced Order, and then fade its
quote.\121\ The Exchange further states that it proactively conducts
surveillance for, and enforces against, violations of Supplementary
Material .01 to MRX Options 9, Section 1.\122\
---------------------------------------------------------------------------
\119\ See proposed MRX Options 3, Section 14(b)(19).
\120\ See BX Order, supra note 116, 80 FR at 4955.
\121\ See Amendment No. 1 at 33.
\122\ See id.
---------------------------------------------------------------------------
In addition, Preferred Market Makers will be subject to heightened
quoting requirements. To receive the participation entitlement for a
Complex Preferenced Order, Preferred Market Makers are required to
quote 90% of the trading day as compared to Market Makers, who are
required to quote 60% of the trading day.\123\ Other options exchanges
also have adopted heightened quoting obligations for market makers to
be eligible to receive a participant entitlement as part of their
directed order programs.\124\
---------------------------------------------------------------------------
\123\ See Amendment No. 1 at 65 and MRX Options 2, Section 5.
\124\ See, e.g., BX Order, supra note 116, 80 FR at 4955.
---------------------------------------------------------------------------
The Commission emphasizes that approval of this proposal does not
affect a broker-dealer's duty of best execution. The Commission has
discussed the duty of best execution in previous orders approving
proposals to implement participation entitlements, and hereby
incorporates those discussions by reference into this order.\125\
---------------------------------------------------------------------------
\125\ See id. at 4955-6.
---------------------------------------------------------------------------
F. Complex Opening Price Determination
The Commission believes that the proposed changes to the Complex
Opening Price Determination process are designed to protect investors
and the public interest by enhancing the Exchange's Complex Opening
Process and facilitating the fair and orderly opening of trading in
complex strategies. Under the proposal, the contra-side Boundary Price
will be the limit price for Market Complex Orders.\126\ Because the
Boundary Prices for a strategy are calculated based on the NBBO for the
individual component legs of a strategy, the Commission believes that
making the contra-side Boundary Price the limit price for Market
Complex Orders will help to ensure that the opening price for a complex
strategy is within the broad market price for the strategy.\127\ In
addition, assigning a limit price to Market Complex Orders will allow
the Exchange to use the Complex Opening Process, rather than the
Uncrossing Process provided for in Supplementary Material .06(b) to MRX
Options 3, Section 14, to open a strategy when there are only Market
Complex Orders on both sides of the market for a strategy or if there
are Market Complex Orders on the bid (offer) side of the market for
greater than the total size of Complex Orders on the offer (bid) side
of the market.\128\ Because a change in market conditions between the
time of the Complex Opening Price Determination process and the time of
the Uncrossing Process could result in missed execution opportunities,
allowing Market Complex Orders to execute in the Complex Opening
Process could help to maximize the number of contracts that
execute.\129\ As discussed above, the proposal will allow MRX to
calculate an Opening Price for a strategy utilizing a greater number of
Market Complex Orders.\130\ In addition, the proposed Opening Price
Determination process will seek to distribute price improvement to both
the bid and offer side of the transaction to the extent possible,
rather than providing all of the price improvement to one side of the
transaction.\131\ The Commission believes that including additional
liquidity in the Complex Opening Price Determination process could
facilitate price discovery and result in more accurate pricing for
complex strategies, which would benefit all market participants. The
Commission believes that distributing price improvement to both sides
of the transaction could encourage market participants to submit orders
to participate in the Complex Opening Process.
---------------------------------------------------------------------------
\126\ See Amendment No. 1 at 42. See also proposed MRX
Supplementary Material .05(d)(3)(B) to Options 3, Section 14
(stating that ``Executable bids/offers will be bounded by the
Boundary Price on the contra-side of the interest, for determination
of the Potential Opening Price described above'').
\127\ See Supplementary Material .05(d)(1) to Options 3, Section
14 (describing the calculation of the Boundary Prices for a complex
order strategy).
\128\ See Amendment No. 1 at 35-6.
\129\ See id. at 42.
\130\ See id.
\131\ See Amendment No. 1 at 40.
---------------------------------------------------------------------------
G. Additional Changes
The Exchange proposes non-substantive changes to correct inaccurate
cross-references in MRX Options 3, Sections 14(b)(15), 16(b), and
Supplementary Material .05(d)(2) to MRX Options 3, Section 14; make a
grammatical correction in Supplementary Material .02 to MRX Options 3,
Section 14; provide a more accurate title for MRX Options 3, Section
16(c)(1); and correct an inaccurate reference to ISE in MRX Options 3,
Section 14(c)(2). The
[[Page 58590]]
Commission believes that these proposed changes will protect investors
and the public interest by helping to ensure the clarity and accuracy
of the Exchange's rules.
IV. Solicitation of Comments on Amendment No. 1
Interested persons are invited to submit written data, views, and
arguments concerning whether Amendment No. 1 is consistent with the
Act. Comments may be submitted by any of the following methods:
Electronic Comments
<bullet> Use the Commission's internet comment form (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>); or
<bullet> Send an email to <a href="/cdn-cgi/l/email-protection#b3c1c6dfd69ed0dcdeded6ddc7c0f3c0d6d09dd4dcc5"><span class="__cf_email__" data-cfemail="087a7d646d256b6765656d667c7b487b6d6b266f677e">[email protected]</span></a>. Please include
File Number SR-MRX-2022-10 on the subject line.
Paper Comments
<bullet> Send paper comments in triplicate to Secretary, Securities
and Exchange Commission, 100 F Street NE, Washington, DC 20549-1090.
All submissions should refer to File Number SR-MRX-2022-10. This file
number should be included on the subject line if email is used. To help
the Commission process and review your comments more efficiently,
please use only one method. The Commission will post all comments on
the Commission's internet website (<a href="http://www.sec.gov/rules/sro.shtml">http://www.sec.gov/rules/sro.shtml</a>).
Copies of the submission, all subsequent amendments, all written
statements with respect to the proposed rule change that are filed with
the Commission, and all written communications relating to the proposed
rule change between the Commission and any person, other than those
that may be withheld from the public in accordance with the provisions
of 5 U.S.C. 552, will be available for website viewing and printing in
the Commission's Public Reference Room, 100 F Street NE, Washington, DC
20549 on official business days between the hours of 10:00 a.m. and
3:00 p.m. Copies of the filing also will be available for inspection
and copying at the principal office of the Exchange. All comments
received will be posted without change. Persons submitting comments are
cautioned that we do not redact or edit personal identifying
information from comment submissions. You should submit only
information that you wish to make available publicly. All submissions
should refer to File Number SR-MRX-2022-10, and should be submitted on
or before October 18, 2022.
V. Accelerated Approval of Proposed Rule Change, as Modified by
Amendment No. 1
The Commission finds good cause to approve the proposed rule
change, as modified by Amendment No. 1, prior to the thirtieth day
after the date of publication of the notice of Amendment No. 1 in the
Federal Register. As discussed more fully above, Amendment No. 1
revises MRX Options 3, Sections 7, 11, 12, and 13 to indicate that
certain order types requiring stock-tied functionality will be
implemented at a later date as part of the Exchange's technology
migration. In addition, Amendment No. 1 corrects an error in the text
of the proposed rules, replaces references to SR-MRX-2022-5P with
references to SR-MRX-2022-16, and adds references to the ``internal
BBO'' to the proposed Complex Preferenced Order rules and to the
Qualified Contingent Cross Order and Complex Qualified Contingent Cross
Order rules. The Commission believes that Amendment No. 1 raises no
novel regulatory issues. Amending MRX's rules to note the delayed
implementation of certain order types will help to provide members with
notice regarding the order types that will not be available immediately
following MRX's migration to its new trading platform. Adding
references to the internal BBO to the Qualified Contingent Cross Order
and Complex Qualified Contingent Cross Order rules will help to
effectively maintain the existing pricing requirements currently
applicable to the option leg(s) of those orders, and adding a reference
to the internal BBO to the Complex Preferenced Order rules will provide
consistency with MRX's single-leg Preferenced Order rules. The
correction in the proposed rule text will help to ensure the accuracy
of the Exchange's rules and the addition of references to SR-MRX-2022-
16 will help to ensure the completeness and accuracy of the proposal.
Accordingly, the Commission finds good cause for approving the proposed
rule change, as modified by Amendment No. 1, on an accelerated basis.
VI. Conclusion
It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\132\ that the proposed rule change (SR-MRX-2022-10), as modified
by Amendment No. 1, is approved on an accelerated basis.
---------------------------------------------------------------------------
\132\ 15 U.S.C. 78s(b)(2).
For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\133\
---------------------------------------------------------------------------
\133\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2022-20816 Filed 9-26-22; 8:45 am]
BILLING CODE 8011-01-P
</pre><script data-cfasync="false" src="/cdn-cgi/scripts/5c5dd728/cloudflare-static/email-decode.min.js"></script></body>
</html>Indexed from Federal Register on September 27, 2022.
This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.